AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2002
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
<Table>
REGENT COMMUNICATIONS, INC. REGENT BROADCASTING, INC.
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
</Table>
<Table>
<Caption>
DELAWARE 31-1492857 DELAWARE 61-1371632
(State or other jurisdiction (I.R.S. Employer (State or other jurisdiction (I.R.S. Employer
of Identification of Identification
incorporation or No.) incorporation or No.)
organization) organization)
</Table>
<Table>
Regent Broadcasting of Albany, Inc. Delaware 61-1367566
Regent Broadcasting of Chico, Inc. Delaware 91-1841263
Regent Broadcasting of El Paso, Inc. Delaware 31-1671469
Regent Broadcasting of Erie, Inc. Delaware 25-1838559
Regent Broadcasting of Flagstaff, Inc. Delaware 86-0883259
Regent Broadcasting of Flint, Inc. Delaware 11-2816474
Regent Broadcasting of Grand Rapids, Delaware 61-1367565
Inc.
Regent Broadcasting of Kingman, Inc. Delaware 86-0883260
Regent Broadcasting of Lafayette, Inc. Delaware 61-1395450
Regent Broadcasting of Lake Tahoe, Delaware 91-1841261
Inc.
Regent Broadcasting of Lexington, Inc. Delaware 62-1700854
Regent Broadcasting of Mansfield, Inc. Delaware 11-3356796
Regent Broadcasting of Palmdale, Inc. Delaware 95-4645821
Regent Broadcasting of Peoria, Inc. Delaware 37-1409348
Regent Broadcasting of Redding, Inc. Delaware 91-1841262
Regent Broadcasting of San Diego, Inc. Delaware 91-1853044
Regent Broadcasting of South Carolina, Delaware 57-1073151
Inc.
Regent Broadcasting of St. Cloud, Inc. Delaware 61-1339265
Regent Broadcasting of St. Cloud II, Minnesota 41-1606304
Inc.
Regent Broadcasting of Utica/Rome, Delaware 31-1671480
Inc.
Regent Broadcasting of Watertown, Inc. Delaware 31-1671476
Regent Broadcasting Midwest, Inc. Delaware 61-1315369
Regent Broadcasting West Coast, Inc. California 94-3128962
Regent Licensee of Chico, Inc. Delaware 31-1621681
Regent Licensee of El Paso, Inc. Delaware 31-1671470
Regent Licensee of Erie, Inc. Delaware 25-1838861
Regent Licensee of Flagstaff, Inc. Delaware 31-1621677
Regent Licensee of Kingman, Inc. Delaware 86-0939969
Regent Licensee of Lake Tahoe, Inc. Delaware 31-1622685
Regent Licensee of Lexington, Inc. Delaware 31-1555710
Regent Licensee of Mansfield, Inc. Delaware 34-1878147
Regent Licensee of Palmdale, Inc. Delaware 31-1621678
Regent Licensee of Redding, Inc. Delaware 91-1841262
Regent Licensee of San Diego, Inc. Delaware 91-1853036
Regent Licensee of South Carolina, Delaware 57-1073136
Inc.
Regent Licensee of St. Cloud, Inc. Delaware 61-1339266
Regent Licensee of Utica/Rome, Inc. Delaware 31-1671482
Regent Licensee of Watertown, Inc. Delaware 31-1671477
RepCom, Inc. Minnesota 41-1640145
Sartell FM, Inc. Minnesota 41-1620938
</Table>
<Table>
(Exact name of (State or (I.R.S.
registrant other Employer
as specified in its jurisdiction Identification
charter) of No.)
incorporation
or
organization)
</Table>
---------------------
100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR, COVINGTON, KENTUCKY 41011
(859) 292-0030
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
---------------------
TERRY S. JACOBS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
REGENT COMMUNICATIONS, INC.
100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR
COVINGTON, KENTUCKY 41011
(859) 292-0030
(Name, address, including zip code and telephone number, including area code,
of agent for service)
---------------------
COPIES OF COMMUNICATIONS TO:
RICHARD G. SCHMALZL, ESQ.
H. SAMUEL LIND, ESQ.
GRAYDON HEAD & RITCHEY LLP
1900 FIFTH THIRD CENTER
511 WALNUT STREET
CINCINNATI, OHIO 45202
PHONE: (513) 621-6464
FAX: (513) 651-3836
Continued on next page
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Continued from previous page
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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. [ ]
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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO BE REGISTERED(1) REGISTERED UNIT PRICE(2)(3)
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Common Stock of Regent Communications, Inc.
Preferred Stock of Regent Communications, Inc.
Convertible Preferred Stock of Regent Communications, Inc.
Depositary Shares of Regent Communications, Inc.
Debt Securities of Regent Communications, Inc.
Convertible Debt Securities of Regent Communications, Inc.
Warrants to purchase any of the foregoing Securities
Stock Purchase Contracts of Regent Communications, Inc.
Stock Purchase Units of Regent Communications, Inc.
Guarantees of Debt Securities and Convertible Debt
Securities of Regent Communications, Inc. by Subsidiary
Guarantors(5)
Debt Securities of Regent Broadcasting, Inc.
Convertible Debt Securities of Regent Broadcasting, Inc.
Guarantees of Debt Securities and Convertible Debt
Securities of Regent Broadcasting, Inc. by Regent
Communications, Inc. and Subsidiary Guarantors(5)
Total (2) (2) $250,000,000.00
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<Caption>
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AMOUNT OF
TITLE OF EACH CLASS OF REGISTRATION
SECURITIES TO BE REGISTERED(1) FEE(4)
- ------------------------------------------------------------ -----------------
Common Stock of Regent Communications, Inc.
Preferred Stock of Regent Communications, Inc.
Convertible Preferred Stock of Regent Communications, Inc.
Depositary Shares of Regent Communications, Inc.
Debt Securities of Regent Communications, Inc.
Convertible Debt Securities of Regent Communications, Inc.
Warrants to purchase any of the foregoing Securities
Stock Purchase Contracts of Regent Communications, Inc.
Stock Purchase Units of Regent Communications, Inc.
Guarantees of Debt Securities and Convertible Debt
Securities of Regent Communications, Inc. by Subsidiary
Guarantors(5)
Debt Securities of Regent Broadcasting, Inc.
Convertible Debt Securities of Regent Broadcasting, Inc.
Guarantees of Debt Securities and Convertible Debt
Securities of Regent Broadcasting, Inc. by Regent
Communications, Inc. and Subsidiary Guarantors(5)
Total $23,000.00
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</Table>
(1) This Registration Statement also covers delayed delivery contracts which may
be issued by the registrants under which the party purchasing such contracts
may be required to purchase the securities registered hereunder. Such
contracts may be issued together with the specific securities to which they
relate. In addition, the securities registered hereunder may be sold
separately, together, or as units with other securities registered
hereunder.
(2) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II.D. of Form S-3.
(3) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(o) of the General Rules and Regulations under the
Securities Act of 1933, as amended. If any debt securities or convertible
debt securities are issued under this Registration Statement at an original
issue discount, the proposed maximum aggregate offering price shall be such
greater amount as shall result in net proceeds of $250,000,000.00 to the
registrants.
(4) The registration fee of $23,000.00 was calculated pursuant to Rule 457(o) of
the General Rules and Regulations under the Securities Act of 1933, as
amended, by multiplying (A) .000092 by (B) the proposed maximum aggregate
offering price.
(5) Pursuant to Rule 457(n) of the General Rules and Regulations under the
Securities Act of 1933, as amended, no separate fee is payable with respect
to the Guarantees registered hereby.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED MARCH 19, 2002
PROSPECTUS
[REGENT COMMUNICATIONS LOGO]
Regent may offer from time to time, at prices and on terms to be
determined:
- shares of common stock;
- shares of preferred stock, which may be convertible into common stock;
- depositary shares representing fractions of shares of preferred stock;
- debt securities, which may be convertible and could consist of
debentures, notes or other types of debt;
- warrants to purchase any of the foregoing securities;
- stock purchase contracts;
- stock purchase units; and/ or
- guarantees of the debt securities of Regent Broadcasting, Inc.
Regent Broadcasting, Inc. may offer from time to time, at prices and on
terms to be determined:
- debt securities, which may be convertible and could consist of
debentures, notes or other types of debt; and/or
- guarantees of the debt securities of Regent Communications, Inc.
Some of our direct and indirect wholly-owned subsidiaries may guarantee the
debt securities of Regent and/or Regent Broadcasting, Inc. offered under this
prospectus.
Unless provided otherwise in a prospectus supplement, the aggregate
offering price of the securities offered by Regent and Regent Broadcasting, Inc.
will not exceed $250,000,000.
Each time we offer securities, we will provide a supplement to this
prospectus that will describe the specific terms of any securities we offer and
the specific manner in which we will offer the securities. The prospectus
supplements may also add, update or change information contained in this
prospectus.
Regent common stock is traded on The Nasdaq National Market under the
symbol "RGCI." The prospectus supplement for other securities offered hereby
will inform you if such securities are to be traded on The Nasdaq National
Market or any national securities exchange and the trading symbol for such
securities.
---------------------
FOR A DESCRIPTION OF CERTAIN SIGNIFICANT CONSIDERATIONS IN CONNECTION WITH
THE SHARES AND RELATED MATTERS DESCRIBED IN THIS DOCUMENT, SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
---------------------
The date of this prospectus is , 2002
ABOUT THIS PROSPECTUS
This prospectus is part of a shelf registration statement that we filed
with the SEC. By using a shelf registration statement, we may sell, from time to
time, in one or more offerings, any combination of the securities described in
this prospectus. The total dollar amount of the securities we may sell through
these offerings will not exceed $250 million, unless provided otherwise in a
prospectus supplement.
This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of such
securities. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement, together with the additional information described under
the heading "Where You Can Find More Information."
---------------------
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES.
2
RISK FACTORS
You should carefully consider the following risk factors in addition to the
other information in this prospectus before purchasing our securities. Each of
these risk factors could adversely affect our business, operating results and
financial condition, as well as the value of an investment in our securities.
There may also be additional risk factors in any prospectus supplement relating
to particular securities that you should read and carefully consider before
purchasing such securities.
WE HAVE A HISTORY OF NET LOSSES THAT MAY CONTINUE IN THE FORESEEABLE FUTURE.
We had a net loss of approximately $1.7 million for the year ended December
31, 2001. We had net income of approximately $13.9 million for the year ended
December 31, 2000, primarily due to a gain of approximately $17.5 million which
we recognized on an exchange of radio stations with Clear Channel
Communications, Inc. We had a net loss of approximately $6.8 million for the
year ended December 31, 1999. The primary reasons for our losses in 2001, 2000
(when excluding the gain on our exchange of radio stations) and 1999, are
significant charges for depreciation and amortization relating to the
acquisitions of radio stations and interest charges on our outstanding debt. As
we acquire additional stations, depreciation and interest charges will probably
increase. Although effective January 1, 2002 we will no longer be required to
expense amortization relating to goodwill and other indefinite life intangible
assets, we will likely have a net loss for the first quarter of 2002, and we may
continue to experience net losses in the future.
OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL.
We have experienced rapid growth, and intend to continue our aggressive
growth strategy, by acquiring radio stations in middle and small-sized markets.
This strategy is subject to a variety of risks, including the:
- increase in prices for radio stations due to increased competition for
acquisition opportunities;
- reduction in the number of suitable acquisition targets resulting from
continued industry consolidation;
- inability to negotiate definitive purchase agreements on satisfactory
terms;
- loss of key employees of acquired stations;
- diversion of management's attention from other business concerns;
- inability to sell any non-performing station; and
- failure or unanticipated delays in completing acquisitions due to
difficulties in obtaining required regulatory approvals.
If we are unable to grow as planned, we may not be able to compete
successfully with larger broadcasting companies and other media.
IF WE ARE UNABLE TO MANAGE EFFECTIVELY OUR PLANNED RAPID GROWTH, OUR OPERATIONS
AND REVENUES COULD SUFFER.
We have grown substantially in a relatively short period of time and we
intend to grow rapidly in the future. To manage our growth successfully, we
must, among other things, continue to develop our financial and management
controls and management information systems, stringently control our costs,
increase our marketing activities, attract and retain qualified management
personnel, and train new personnel.
WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT ADDITIONAL FINANCING FOR FUTURE
ACQUISITIONS.
Depending upon the nature, size and timing of our acquisitions, we may
require financing in excess of that available under our bank credit facility. We
cannot assure you that our bank credit facility or any other agreements to which
we are a party will permit additional borrowings at the desired times. Nor can
we assure you that additional and/or alternative financing from other sources
will be available to us or, if available, that the financing would be on terms
acceptable to us.
3
RESTRICTIONS AND LIMITATIONS IMPOSED UNDER OUR CREDIT FACILITY COULD ADVERSELY
AFFECT OUR ABILITY TO OPERATE OUR BUSINESS AND IMPLEMENT OUR STRATEGY.
Our credit facility restricts, subject to certain conditions, among other
things, our ability to:
- incur additional indebtedness and/or liens;
- issue capital stock in certain circumstances;
- pay dividends or make certain other restricted payments;
- make certain investments or acquisitions;
- enter into certain transactions with affiliates;
- merge or consolidate with any other person; or
- sell, assign, transfer, lease, convey, or otherwise dispose of all or
substantially all of our assets.
WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO COMPETING RADIO STATIONS.
Our radio stations compete with other radio stations in each market for
audience share and advertising revenue. Our advertising revenue primarily
depends upon our stations' audience share in the demographic groups targeted by
our advertisers. If a competing station converts to a format similar to that of
one of our stations, or if one of our competitors strengthens its operations,
our stations could suffer a reduction in ratings and advertising revenue. Other
radio companies which are larger and have more resources may also enter our
markets. Although we believe our stations are well positioned to compete, we
cannot assure you that our stations will maintain or increase their current
ratings or advertising revenue.
WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO INDIRECT COMPETITORS.
We also compete with other media such as television, newspapers, direct
mail and outdoor advertising for advertising revenue. The radio broadcasting
industry is also facing competition from new media technologies that are being
developed, such as the following:
- audio programming by cable television systems, direct broadcasting
satellite systems and other digital audio broadcasting formats;
- satellite-delivered digital audio radio service, which could result in
the introduction of several new satellite radio services with sound
quality equivalent to that of compact discs; and
- in-band-on-channel digital radio and new low power FM radio, which could
provide radio services in the same frequency range currently occupied by
traditional FM and AM radio services.
A loss of audience share to these media could result in decreased
advertising revenue for us.
AN ECONOMIC DOWNTURN IN ANY OF OUR SIGNIFICANT MARKETS COULD ADVERSELY AFFECT
OUR REVENUE AND CASH FLOW.
Our stations are located in a relatively small number of markets. A
significant decline in net broadcasting revenue from our stations in any of our
significant markets could have a material adverse effect on our operations and
financial condition.
THE LOSS OF KEY PERSONNEL COULD DISRUPT THE MANAGEMENT OF OUR BUSINESS.
Our business depends upon the continued efforts, abilities and expertise of
Terry S. Jacobs, William L. Stakelin and our other executive officers and key
employees. We believe that the unique combination of skills and experience
possessed by these individuals would be difficult to replace and that, in
particular, the loss of Mr. Jacobs or Mr. Stakelin would have a material adverse
effect on us. These adverse effects could include the impairment of our ability
to execute our acquisition and operating strategies and a decline in our
standing
4
in the radio broadcast industry. We do not presently have, and are not seeking,
"key man" insurance on the life of Mr. Jacobs or Mr. Stakelin.
WE COULD EXPERIENCE DELAYS IN EXPANDING OUR BUSINESS DUE TO ANTITRUST LAWS AND
OTHER REGULATORY CONSIDERATIONS.
The Federal Trade Commission, the United States Department of Justice and
the Federal Communications Commission carefully review proposed transactions
under their respective regulatory authority, focusing on the effects on
competition, the number of stations owned in a market and/or the effects on
concentration of market revenue share. Any delay, prohibition or modification
required by such regulatory authorities could adversely affect the terms of a
proposed transaction or could require us to abandon an otherwise attractive
opportunity. We have experienced delays from time to time in connection with
some of our acquisitions.
IF WE COULD NOT RENEW OUR FCC LICENSES, OUR BUSINESS WILL BE IMPAIRED.
Our business is dependent upon maintaining our broadcasting licenses issued
by the FCC, which are issued currently for a maximum term of eight years. Our
broadcasting licenses will expire between 2004 and 2006. We cannot assure you
that our pending or future renewal applications will be approved, or that such
renewals will not include conditions or qualifications that could adversely
affect our operations. Moreover, governmental regulations and policies may
change over time and we cannot assure you that such changes would not have a
material adverse impact upon our business, financial condition and results of
operations.
IF WE DEFAULT UNDER OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO REPAY SUCH
INDEBTEDNESS.
Our credit facility requires us to maintain specified financial ratios and
satisfy certain financial condition tests. A breach of these or any other credit
facility restrictions could result in a default under our credit facility. If an
event of default occurs, then our credit facility lenders could declare all
amounts outstanding, including accrued interest, immediately due and payable. If
our credit facility indebtedness were accelerated, our assets may not be
sufficient to repay in full such indebtedness and our other indebtedness.
WE HAVE ESTABLISHED CERTAIN ANTI-TAKEOVER MEASURES THAT COULD PREVENT AN
ACQUISITION OR CHANGE OF CONTROL OF OUR COMPANY.
Some of the provisions of our charter and bylaws could discourage, delay or
prevent an acquisition or change of control of our company even if our
stockholders believe the change in control would be in our and their best
interests and even if the transaction might be at a premium price. These
provisions:
- permit the Board of Directors to increase its own size and fill the
resulting vacancies;
- permit the Board of Directors, without stockholder approval, to issue
preferred stock with such dividend, liquidation, conversion, voting and
other rights as the Board may determine; and
- limit the persons who may call special meetings of stockholders.
In addition, Section 203 of the Delaware General Corporation Law also
imposes restrictions on mergers and other business combinations between us and
any holder of 15% or more of our common stock.
STOCKHOLDERS OWNING A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK MAY RESELL SHARES
INTO THE MARKET, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP
SIGNIFICANTLY.
During and following the periods in which sales of the securities offered
hereby may be made, stockholders owning a substantial number of currently
restricted shares of our common stock may be free to resell their shares, in
accordance with registration rights, Rule 144, or otherwise. From time to time,
we may also issue additional shares of our common stock in acquisitions and/or
in public or private offerings. As restrictions on resale end, and as additional
shares may be issued by us, the market price of our common stock could drop
significantly if the holders of these shares sell them, or are perceived by the
market as intending to sell them.
5
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We have based these
forward-looking statements largely on our current expectations and projections
about future events and financial trends affecting the financial condition of
our business. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions about us, including, among other things:
- general economic and business conditions, both nationally and in our
markets;
- our expectations and estimates concerning future financial performance,
financing plans and the impact of competition;
- anticipated trends in the radio business;
- existing and future regulations affecting the radio business;
- our acquisition opportunities; and
- other risk factors set forth in the "Risk Factors" section of this
prospectus.
In addition, in this prospectus, the words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect" and similar
expressions, as they relate to us, our business or our management, are intended
to identify forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this prospectus may not occur and actual results
could differ materially from those anticipated or implied in the forward-looking
statements.
REGENT COMMUNICATIONS, INC.
We are a radio broadcasting company focused on acquiring, developing and
operating radio stations in middle and small-sized markets. We were founded in
1996 by Terry S. Jacobs and William L. Stakelin, who have more than 60 years of
combined experience in establishing, growing and operating radio broadcasting
companies. Regent Broadcasting, Inc. is a wholly-owned subsidiary of Regent
Communications, Inc.
Our acquisition strategy is to expand within our existing markets and to
enter into new middle and small-sized markets in which we believe we can
effectively execute our operating strategies. After entering a market, we seek
to acquire additional stations that will allow us to reach a wider range of
demographic groups to appeal to advertisers and increase revenue. We also
integrate these stations into our existing operations in an effort to achieve
substantial cost savings. Our strong management team has successfully executed
this strategy and has strengthened our operations by selling stations in various
markets that did not fit within our existing strategy and by exiting our
smallest markets as planned.
Our principal executive offices are located at 100 East RiverCenter
Boulevard, 9th Floor, Covington, Kentucky 41011 and our telephone number is
(859) 292-0030.
For more detailed information about us, please see our Annual Report on
Form 10-K for the year ended December 31, 2001; our Proxy Statement dated April
19, 2001; and the description of our common stock contained in our registration
statement filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description, which
are incorporated into this document by reference. See "Where You Can Find More
Information."
USE OF PROCEEDS
We do not currently have specific plans for the use of the net proceeds
from the sale of securities offered hereby. However, we currently anticipate
that any such net proceeds would be used for general corporate purposes, which
may include working capital, capital expenditures, repayment of indebtedness,
investments and acquisitions. When we sell securities offered by this
prospectus, the prospectus supplement for those
6
securities will set forth our intended use for the net proceeds received from
the sale of such securities. Pending the application of the net proceeds, we
expect to invest such proceeds in short-term, interest-bearing instruments or
other investment-grade securities.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the unaudited consolidated ratio of earnings
to fixed charges and the unaudited consolidated ratio of earnings to combined
fixed charges and preferred stock dividends for Regent for the periods shown
(dollars in thousands):
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1997 1998 1999 2000 2001(2)
---- ---- ---- ---- -------
Ratio of earnings to fixed charges(1)..........
Ratio of earnings to combined fixed charges and
preferred stock dividends(1).................
</Table>
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(1) For the purpose of computing the ratio of earnings to fixed charges as
prescribed by the rules and regulations of the SEC, earnings represent
pretax income from continuing operations plus fixed charges, less interest
capitalized. Fixed charges represent interest (including amounts
capitalized), the portion of rent expenses deemed to be interest and
amortization of deferred financing costs.
(2) We had no shares of Regent preferred stock outstanding and no dividends were
declared or paid on Regent preferred stock during the periods indicated.
DESCRIPTION OF CAPITAL STOCK OF REGENT
GENERAL
Our authorized capital stock consists of 140,000,000 shares of capital
stock, consisting of 100,000,000 shares of common stock, par value $.01 per
share, and 40,000,000 shares of preferred stock, par value $.01 per share. As of
, 2002, we had issued and outstanding shares of common stock and
no shares of preferred stock. We also had shares of Regent common stock
reserved for issuance under our various stock plans and [790,000] shares of
common stock reserved for issuance under our outstanding warrants (subject to
adjustment).
We hold, directly or indirectly, licenses from the FCC to conduct our
business and these licenses are conditioned upon some or all of the holders of
our capital stock possessing prescribed qualifications. Our charter allows us to
redeem our capital stock to the extent necessary to prevent the loss of, or to
reinstate any of, these licenses. Such redemption would be for cash, property or
rights, including other securities issued by us, at such time or times as our
Board of Directors should determine upon notice, and would follow the same
procedures as are applicable to redemption of our preferred stock. The
redemption price would be equal to the greater of the amount of its liquidation
preference or its fair market value.
COMMON STOCK
Holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders. The holders of our common stock are
entitled to receive, pro rata, dividends as may be declared by our Board of
Directors out of funds legally available for the payment of dividends. There are
no preemptive rights to subscribe for any additional securities that we may
issue. Other than as described above, there are no redemption provisions or
sinking fund provisions applicable to our common stock, nor is our common stock
subject to calls or assessments by us.
In the event of any liquidation, dissolution or winding up of our affairs,
holders of our common stock will be entitled to share ratably in our assets
remaining after payment or provision for payment of all of our
7
debts and obligations and liquidation payments to holders of any outstanding
shares of presently undesignated preferred stock that has a liquidation
preference.
PREFERRED STOCK
We have in the past designated shares of our preferred stock in several
different series, none of which are currently outstanding. Of these shares,
6,768,862 remain designated in several of those series. Our Board of Directors
has the authority, subject to the limitations prescribed by law and the
provisions of our charter, to provide for the issuance of up to 33,231,138
shares of currently undesignated preferred stock in series, to establish from
time to time the number of our shares to be included in each of these series,
and to fix the designations, powers, preferences and rights of the shares of
each series and the qualifications, limitations or restrictions thereof. Among
the specific matters that may be determined by the Board of Directors are the
number of shares constituting each series and the distinctive designation
thereof; the dividend rate, whether dividends will be cumulative, and the
relative rights of priority, if any, on the payment of dividends; whether the
series will have voting rights in addition to the voting rights provided by law,
and, if so, the terms of those voting rights; whether the series will have
conversion privileges, and if so, the terms of the conversion, including
provision for adjustment of the conversion rate; redemption rights and the terms
thereof; whether the series will have a sinking fund and if so, the terms and
amount of the sinking fund; and the rights of the shares of the series in the
event of our voluntary or involuntary liquidation, dissolution or winding up,
and the relative rights of priority, if any, of payment of shares of these
series. Any undesignated preferred stock issued by us may:
- rank prior to the common stock as to dividend rights, liquidation
preference or both;
- have full or limited voting rights; and
- be convertible into shares of common stock.
The issuance of undesignated preferred stock could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring or seeking to acquire, a significant portion of our
outstanding common stock.
CERTAIN ANTI-TAKEOVER EFFECTS
Bylaws. The provisions of our bylaws summarized in the following
paragraphs may be deemed to have anti-takeover effects. These provisions may
have the effect of discouraging a future takeover attempt that is not approved
by the Board of Directors, but that individual stockholders may deem to be in
their best interests or in which stockholders may receive a substantial premium
for their shares over then-current market prices. As a result, stockholders who
might desire to participate in such a transaction may not have an opportunity to
do so.
Number of Directors and Filling Vacancies. Our bylaws provide that the
number of directors shall be fixed from time to time by the vote of a majority
of the Board of Directors. Our bylaws further allow a majority of the incumbent
directors to add additional directors without approval of stockholders until the
next annual meeting of stockholders at which directors are elected.
Meetings of Stockholders. Our bylaws provide that a special meeting of
stockholders may be called only by the Chairman, President, or the Board of
Directors or at the request of stockholders holding 20% or more of the
outstanding voting stock, unless otherwise required by law. Our bylaws provide
that only those matters set forth in the notice of the special meeting may be
considered or acted upon at that special meeting unless otherwise provided by
law.
DELAWARE GENERAL CORPORATION LAW
The following provisions of Title 8 of the Delaware General Corporation Law
may delay or make more difficult acquisitions or changes of control of us and
may make it more difficult to accomplish transactions that stockholders may
otherwise believe to be in their best interests. These provisions may also have
the
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effect of preventing changes in our management. Our charter and bylaws do not
exclude us from these provisions.
Certain Business Combinations. In general, section 203 of Title 8 of the
Delaware General Corporation Law restricts the ability of a Delaware corporation
whose stock is traded publicly or that has more than 2,000 stockholders to
engage in any combination with an interested stockholder for three years
following the date of the transaction in which the stockholder became an
interested stockholder, unless: (1) the combination or triggering purchase of
shares is approved by the board of directors prior to the date of the triggering
purchase; (2) the combination or triggering purchase of shares is approved by
the board of directors and two-thirds of the disinterested voting shares at or
after the date of the triggering purchase; or (3) the triggering purchase of
shares results in the interested stockholder owning at least 85% of the
outstanding voting stock (exclusive of shares owned by directors, officers or
certain employee stock plans). "Interested stockholder" means any person, other
than the corporation and its subsidiaries, who is:
- the beneficial owner, directly or indirectly, of 15% or more of the
outstanding voting shares; or
- an affiliate or associate of the corporation and, at any time within
three years immediately before the date in question, was the beneficial
owner, directly or indirectly, of 15% or more of the then outstanding
voting shares of the corporation.
The provisions described do not apply to corporations that so elect in a
charter amendment approved by a majority of the shares entitled to vote. Such a
charter amendment, however, would not become effective for 12 months after its
passage and would apply only to stock acquisitions occurring after its effective
date. Our charter does not exclude us from the restrictions imposed by these
provisions. The provisions also excuse transactions in which one who does not
otherwise qualify as an interested shareholder for three years prior to the
business combination inadvertently becomes an interested shareholder so long as
sufficient ownership is divested as soon as practicable.
LIMITATIONS ON LIABILITIES AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
Limitations on Liabilities. As permitted by the General Corporation Law of
Delaware, our charter contains a provision eliminating liability of directors to
us and our stockholders for damages for breach of fiduciary duty as a director.
The provision does not, however, eliminate or limit the personal liability of a
director for:
- acts or omissions which constitute a breach of the duty of loyalty;
- acts or omissions which involve intentional misconduct, bad faith or a
knowing violation of law;
- unlawful distributions in violation of Section 174 of the Delaware
General Corporation Law; or
- transactions from which the director derived an improper personal
benefit.
This provision offers persons who serve on the Board of Directors
protection against awards of monetary damages resulting from breaches of their
fiduciary duty, except as indicated above. As a result of this provision, our
ability or that of one of our stockholders to successfully prosecute an action
against a director for a breach of his fiduciary duty is limited. However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his fiduciary duty.
The Securities and Exchange Commission has taken the position that the provision
will have no effect on claims arising under the federal securities laws.
Indemnification. Our charter and bylaws provide for mandatory
indemnification rights to the maximum extent permitted by applicable law,
subject to limited exceptions, to any of our directors or officers who, by
reason of the fact that he or she is a director or officer, is involved in a
legal proceeding of any nature. These indemnification rights include
reimbursement for expenses incurred by a director or officer in advance of the
final disposition of the proceeding in accordance with the applicable provisions
of Chapter 145 of the Delaware General Corporation Law. We also maintain
directors' and officers' liability insurance.
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TRANSFER AGENT AND REGISTRAR
Fifth Third Bank, Cincinnati, Ohio is the transfer agent and registrar for
our common stock.
DESCRIPTION OF DEPOSITARY SHARES OF REGENT
GENERAL
We may issue depositary shares, each of which will represent a fractional
interest of a share of a particular series of preferred stock, as specified in
the applicable prospectus supplement. We will deposit with a "preferred stock
depositary" shares of preferred stock of each series represented by depositary
shares. We will enter into a "deposit agreement" with the preferred stock
depositary and holders from time to time of the depositary receipts issued by
the preferred stock depositary which evidence the depositary shares. Subject to
the terms of the deposit agreement, each owner of a depositary receipt will be
entitled, in proportion to the holder's fractional interest in the preferred
stock, to all the rights and preferences of the series of the preferred stock
represented by the depositary shares (including dividend, voting, conversion,
redemption and liquidation rights).
Immediately after we issue and deliver the preferred stock to a preferred
stock depositary, we will cause the preferred stock depositary to issue the
depositary receipts on our behalf. You may obtain copies of the applicable form
of deposit agreement and depositary receipt from us upon request. The statements
made in this section relating to the deposit agreement and the depositary
receipts are summaries of certain anticipated provisions. These summaries are
not complete and we may modify them in a prospectus supplement. For more detail,
we refer you to the deposit agreement itself, which we will provide upon
request.
DESCRIPTION OF DEBT SECURITIES OF REGENT
We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under a
senior debt indenture and will rank on a parity with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will be issued under a
subordinated debt indenture, and will be subordinate and junior in right of
payment, as set forth in the subordinated debt indenture, to all of our senior
indebtedness. If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter. We refer to our senior debt indenture and our
subordinated debt indenture individually as an "indenture" and collectively as
the "indentures." The forms of the indentures are exhibits to the registration
statement we filed with the SEC, of which this prospectus is a part.
We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities. Any reference to particular sections or defined
terms of the applicable indenture in any statement under this heading qualifies
the entire statement and incorporates by reference the applicable section or
definition into that statement.
GENERAL
The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. We may issue debt securities at one or
more times in one or more series. Each series of debt securities may have
different terms. The terms of any series of debt securities will be described
in, or determined by action taken pursuant to, a resolution of our board of
directors or in a supplement to the indenture relating to that series.
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The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the price
or prices at which the debt securities will be offered, and will contain the
specific terms of that series. These terms may include the following:
- the title of the series of debt securities;
- whether the debt securities are senior debt securities or subordinated
debt securities or any combination thereof;
- the purchase price, denomination and any limit on the aggregate principal
amount of the debt securities;
- the date or dates on which principal and premium, if any, on the debt
securities will be payable;
- the terms and conditions, if any, under which the debt securities may be
converted into or exchanged for common stock or other securities;
- the rate or rates at which the debt securities will bear interest, if
any, or the method of calculating the rate or rates of interest, the date
or dates from which interest will accrue or the method by which the date
or dates will be determined, the dates on which interest will be payable
and any regular record date for payment of interest;
- the place or places where the principal of, premium, if any, and interest
on the debt securities will be payable;
- any covenants to which we may be subject with respect to the debt
securities;
- the place or places where the debt securities may be exchanged or
transferred;
- the terms and conditions upon which we may redeem the debt securities, in
whole or in part, at our option;
- the terms and conditions upon which we may be obligated to redeem or
purchase the debt securities under any sinking fund or similar provisions
or upon the happening of a specified event or at the option of a holder;
- the denominations in which the debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple of $1,000;
- if other than U.S. dollars, the currency or currencies, including the
currency unit or units, in which payments of principal of, premium, if
any, and interest on the debt securities will or may be payable, or in
which the debt securities shall be denominated, and any particular
related provisions;
- if we or a holder may elect to have payments of principal, premium (if
any) or interest made in a currency or currencies, including currency
unit or units, other than that in which the debt securities are
denominated or designated to be payable, the currency or currencies in
which such payments are to be made, including the terms and conditions
applicable to any payments and the manner in which the exchange rate with
respect to such payments will be determined, and any particular related
provisions;
- if the amount of payments of principal, premium (if any) and interest are
determined with reference to an index, formula or other method, which may
be based, without limitation, on a currency or currencies other than that
in which the debt securities are denominated or designated to be payable,
the index, formula or other method by which the amounts will be
determined;
- if other than the full principal amount, the portion of the principal
amount of the debt securities that will be payable upon declaration of
acceleration of maturity;
- the applicability of the provisions described in "-- Defeasance and
Covenant Defeasance" below;
- whether the subordination provisions summarized below or different
subordination provisions will apply to any debt securities that are
subordinated debt securities;
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- the events of default;
- any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or registrars;
- any provisions relating to the satisfaction and discharge of the debt
securities;
- if we will issue the debt securities in whole or in part in the form of
global securities; and
- any other terms of the debt securities.
The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
"Original issue discount securities" will bear no interest or will bear interest
at a rate below the prevailing market rate at the time of issuance. In addition,
less than the entire principal amount of these securities will be payable upon
declaration of acceleration of their maturity. We will describe any United
States federal income tax consequences and other special considerations
applicable to any such original issue discount securities in the applicable
prospectus supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, the
principal, premium (if any) and interest on the debt securities will be payable,
and the exchange of and the transfer of debt securities will be registrable, at
our office or agency maintained for such purpose in New York and/or at any other
office or agency maintained for that purpose. Unless otherwise indicated, we
will issue the debt securities in denominations of $1,000 or integral multiples
of $1,000. Unless otherwise provided in the debt securities to be transferred or
exchanged, no service charge will be made for any registration of transfer or
exchange of the debt securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge imposed because of the
transactions.
All money paid by us to a paying agent for the payment of principal,
premium (if any) or interest on any debt security which remains unclaimed for
one year after the principal, premium or interest has become due and payable may
be repaid to us, and thereafter the holder of the debt security may look only to
us for payment of those amounts.
In the event of any redemption, we will not be required to (a) issue,
register the transfer of or exchange the debt securities of any series during a
period beginning 15 days before the mailing of a notice of redemption of debt
securities of that series to be redeemed and ending on the date of the mailing
or (b) register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any debt
security being redeemed in part.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM
The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC,
which will keep a computerized record of its participants, such as your broker,
whose clients have purchased debt securities. Each participant will then keep a
record of its clients who purchased the debt securities. Unless it is exchanged
in whole or in part for a certificate, a global security may not be transferred,
except that DTC, its nominees, and their successors may transfer a global
security as a whole to one another.
Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.
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The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These laws may limit or
impair the ability to transfer beneficial interests in a global security.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act. DTC holds the securities that its participants deposit. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The rules that apply to
DTC and its participants are on file with the SEC.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
We will wire payments of principal, premium, if any, and interest to DTC's
nominee. We and the trustee will treat DTC's nominee as the owner of the global
securities for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.
So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. We will issue debt securities of any series then
represented by global securities in definitive form in exchange for those global
securities if:
- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days; or
- we decide not to require all of the debt securities of a series to be
represented by a global security.
If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 and will be issued
in registered form only, without coupons.
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INDENTURES
Debt securities that will be senior debt will be issued under a senior
indenture between us and a trustee we will select and name in the prospectus
supplement. We call that indenture, as it may be supplemented from time to time,
the senior debt indenture. Debt securities that will be subordinated debt will
be issued under a subordinated indenture between us and a trustee we will select
and name in the prospectus supplement. We call that indenture, as it may be
supplemented from time to time, the subordinated debt indenture. We refer to the
applicable trustee as the "senior debt indenture trustee" or as the
"subordinated debt indenture trustee" as the context may require.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Holders of subordinated debt securities should recognize that contractual
provisions in the subordinated debt indenture may prohibit us from making
payments on these securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
subordinated debt indenture, to all of our senior indebtedness.
Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the subordinated debt indenture will apply to
subordinated debt securities. The subordinated debt indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:
- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving us or
a substantial part of our property;
- that (a) a default has occurred in the payment of principal, any premium,
interest or other monetary amounts due and payable on any senior
indebtedness or (b) there has occurred any other event of default
concerning senior indebtedness, that permits the holder or holders of the
senior indebtedness to accelerate the maturity of the senior
indebtedness, with notice or passage of time, or both, and that event of
default has continued beyond the applicable grace period, if any, and
that default or event of default has not been cured or waived or has not
ceased to exist; or
- that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of default as
defined under the subordinated debt indenture and that declaration has
not been rescinded and annulled as provided under the subordinated debt
indenture.
The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise specified in the applicable prospectus supplement, we may
not consolidate or merge with or into any other person, including any other
entity, or convey, transfer or lease all or substantially all of our properties
and assets to any person or group of affiliated persons unless:
- we are the continuing corporation or the person, if other than us, formed
by such consolidation or with which or into which we are merged or the
person to which all or substantially all our properties and assets are
conveyed, transferred or leased is a corporation or other entity
organized and existing under the laws of the United States, any of its
States or the District of Columbia and expressly assumes our obligations
under the debt securities and each indenture; and
- immediately after giving effect to the transaction, there is no default
and no event of default under the relevant indenture.
If we consolidate with or merge into any other corporation or entity or
convey, transfer or lease all or substantially all of our property and assets as
described in the preceding paragraph, the successor corporation or entity shall
succeed to and be substituted for us, and may exercise our rights and powers
under the
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indentures, and thereafter, except in the case of a lease, we will be relieved
of all obligations and covenants under the indentures and all outstanding debt
securities.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:
- default in the payment of interest on any debt security of that series
when due which continues for a period of 30 days;
- default in the payment of principal of or premium on any debt security of
that series when due;
- default in the deposit of any sinking fund payment on that series for
five days after it becomes due;
- failure to comply with any of our other agreements contained in the
indenture for a period of 60 days after written notice to us in
accordance with the terms of the indenture;
- failure to pay when due the principal of, or acceleration of, any
indebtedness for money borrowed by us in excess of the amount specified
in the indenture, if the indebtedness is not discharged, or the
acceleration is not annulled, within 30 days of our receiving written
notice of the failure in accordance with the indenture;
- certain events of bankruptcy, insolvency or reorganization; and
- any other events of default specified in the applicable prospectus
supplement.
No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to us, necessarily constitutes an event of default with respect to
any other series of debt securities.
In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.
If there is a continuing event of default, the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding debt securities
of an affected series may require us to immediately repay the unpaid principal,
or if the debt securities of that series are original issue discount securities,
the portion of the principal amount as may be specified in the terms of that
series, and interest on all debt securities of that series. Subject to certain
conditions, the holders of a majority in principal amount of the debt securities
of a series may rescind our obligation to accelerate repayment and may waive
past defaults, except (1) a default in payment of the principal and premium (if
any) and interest on any debt security of that series and (2) some covenant
defaults under the terms of that series.
Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or for exercising any trust or power conferred on the trustee.
No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or to appoint a receiver or trustee, or to any other remedy under each indenture
except as set forth in the applicable prospectus supplement.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.
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Each indenture requires us to furnish to the trustee annually a certificate
as to our compliance with such indenture.
SATISFACTION AND DISCHARGE
We can discharge or defease our obligations under the indentures as stated
below or as provided in the applicable prospectus supplement.
Unless otherwise provided in the applicable prospectus supplement, we may
discharge obligations to holders of any series of debt securities that have not
already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. We may effect a discharge by
irrevocably depositing with the trustee cash or U. S. government obligations, as
trust funds, in an amount certified to be enough to pay when due, whether at
maturity, upon redemption or otherwise, the principal of, premium, if any, and
interest on the debt securities and any mandatory sinking fund payments.
MODIFICATION OF THE INDENTURES
Each indenture permits us and the relevant trustee to amend the indenture
without the consent of the holders of any of the debt securities:
- to evidence the succession of another corporation or entity and the
assumption of our covenants under such indenture and the debt securities;
- to add to our covenants or to the events of default or to make certain
other changes which would not adversely affect in any material respect
the holder of any outstanding debt securities;
- to cure any ambiguity, defect or inconsistency; and
- for other purposes as described in each indenture.
Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that without the consent of the
holder of each debt security so affected, no such amendment may:
- change the maturity of the principal of or premium, if any, or any
installment of principal or interest on any debt security;
- reduce the principal amount of any debt security, or the rate of interest
or any premium payable upon the redemption, repurchase or repayment of
any debt security, or change the manner in which the amount of any of the
foregoing is determined;
- reduce the amount of principal payable upon acceleration of maturity;
- change the place of payment where, or the currency or currency unit in
which, any debt security or any premium or interest on the debt security
is payable;
- reduce the percentage in principal amount of affected debt securities the
consent of whose holders is required for amendment of the indenture or
for waiver of compliance with some provisions of the indenture or for
waiver of some defaults; or
- modify the provisions relating to waiver of some defaults or any of the
provisions relating to amendment of the indenture except to increase the
percentage required for consent or to provide that some other provisions
of the indenture may not be modified or waived.
The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.
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We may not amend the subordinated debt indenture to alter the subordination
of any outstanding subordinated debt securities in a manner adverse to the
holders of senior indebtedness without the written consent of the holders of
senior indebtedness then outstanding under the terms of such senior
indebtedness.
DEFEASANCE AND COVENANT DEFEASANCE
Except as provided in the applicable prospectus supplement, we may elect
either
- to be discharged from all our obligations in respect of debt securities
of any series, except for our obligations to register the transfer or
exchange of debt securities, to replace temporary, destroyed, stolen,
lost or mutilated debt securities, to maintain paying agencies and to
hold monies for payment in trust (we will refer to this discharge as
"defeasance"), or
- to be released from our obligations to comply with some restrictive
covenants applicable to the debt securities of any series (we will refer
to this release as "covenant defeasance");
in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. We may establish such a trust only if, among
other things, we have received an opinion of counsel to the effect that the
holders of debt securities of the series (a) will not recognize income, gain or
loss for federal income tax purposes as a result of the deposit, defeasance or
covenant defeasance and (b) will be subject to federal income tax on the same
amounts, and in the same manner and at the same times as would have been the
case if the deposit, defeasance or covenant defeasance had not occurred. The
opinion, in the case of defeasance under the first bullet point above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable federal income tax laws occurring after the date of the relevant
indenture.
We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a default
with respect to the covenants to which covenant defeasance is applicable.
However, if the acceleration were to occur by reason of another default, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on the debt securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
CONVERSION RIGHTS
The terms and conditions, if any, upon which debt securities being offered
are convertible into common stock or other of our securities will be set forth
in an applicable prospectus supplement. Those terms will include the conversion
price, the conversion period, provisions as to whether conversion will be at the
option of the holder or us, the events requiring an adjustment of the conversion
price and provisions affecting conversion in the event that the debt securities
are redeemed.
REGARDING THE TRUSTEE
We will choose appropriate banks or trust companies to serve as the senior
debt indenture trustee and the subordinated debt indenture trustee. Information
regarding such trustees will be disclosed in the applicable prospectus
supplement. The same entity may serve as both the senior debt indenture trustee
and the subordinated debt indenture trustee.
Each indenture contains limitations on the rights of the trustee, should
the trustee become our creditor, to obtain payment of claims in some cases, or
to realize on specified property received in respect of these claims, as
security or otherwise. The trustee and its affiliates may engage in, and will be
permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any
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conflicting interest as described under the Trust Indenture Act of 1939, it must
eliminate the conflict or resign.
DESCRIPTION OF DEBT SECURITIES OF REGENT BROADCASTING, INC.
Regent Broadcasting, Inc. may issue senior or subordinated debt securities.
The senior debt securities will constitute part of its senior debt, will be
issued under a senior debt indenture and will rank on a parity with all of its
other unsecured and unsubordinated debt. The subordinated debt securities will
be issued under its subordinated debt indenture and will be subordinate and
junior in right of payment, as set forth in the subordinated debt indenture, to
all of Regent Broadcasting, Inc.'s senior indebtedness. If this prospectus is
being delivered in connection with a series of subordinated debt securities, the
accompanying prospectus supplement or the information we incorporate in this
prospectus by reference will indicate the approximate amount of senior
indebtedness outstanding as of the end of the most recent fiscal quarter. Regent
Broadcasting, Inc. refers to its senior debt indenture and its subordinated debt
indenture individually as an "indenture" and collectively as the "indentures."
The forms of the indentures are exhibits to the registration statement Regent
Broadcasting, Inc. filed with the SEC, of which this prospectus is a part.
We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities. Any reference to particular sections or defined
terms of the applicable indenture in any statement under this heading qualifies
the entire statement and incorporates by reference the applicable section or
definition into that statement.
GENERAL
The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. Regent Broadcasting, Inc. may issue debt
securities at one or more times in one or more series. Each series of debt
securities may have different terms. The terms of any series of debt securities
will be described in, or determined by action taken pursuant to, a resolution of
Regent Broadcasting, Inc.'s board of directors or in a supplement to the
indenture relating to that series.
The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that Regent Broadcasting, Inc. may
offer will state the price or prices at which the debt securities will be
offered, and will contain the specific terms of that series. These terms may
include the following:
- the title of the series of debt securities;
- whether the debt securities are senior debt securities or subordinated
debt securities or any combination thereof;
- the purchase price, denomination and any limit on the aggregate principal
amount of the debt securities;
- the date or dates on which principal and premium, if any, on the debt
securities will be payable;
- the terms and conditions, if any, under which the debt securities may be
converted into or exchanged for common stock or other securities;
- the rate or rates at which the debt securities will bear interest, if
any, or the method of calculating the rate or rates of interest, the date
or dates from which interest will accrue or the method by which the date
or dates will be determined, the dates on which interest will be payable,
and any regular record date for payment of interest;
- the place or places where the principal of, premium, if any, and interest
on the debt securities will be payable;
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- any covenant to which Regent Broadcasting, Inc. may be subject with
respect to the debt securities;
- the place or places where the debt securities may be exchanged or
transferred;
- the terms and conditions upon which Regent Broadcasting, Inc. may redeem
the debt securities, in whole or in part, at our option;
- the terms and conditions upon which Regent Broadcasting, Inc. may be
obligated to redeem or purchase the debt securities under any sinking
fund or similar provisions or upon the happening of a specified event or
at the option of a holder;
- the denominations in which the debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple of $1,000;
- if other than U.S. dollars, the currency or currencies, including the
currency unit or units, in which payments of principal of, premium, if
any, and interest on the debt securities will or may be payable, or in
which the debt securities shall be denominated, and any particular
related provisions;
- if Regent Broadcasting, Inc. or a holder may elect to have payments of
principal, premium (if any) or interest made in a currency or currencies,
including currency unit or units, other than that in which the debt
securities are denominated or designated to be payable, the currency or
currencies in which such payments are to be made, including the terms and
conditions applicable to any payments and the manner in which the
exchange rate with respect to such payments will be determined, and any
particular related provisions;
- if the amount of payments of principal, premium (if any) and interest are
determined with reference to an index, formula or other method, which may
be based, without limitation, on a currency or currencies other than that
in which the debt securities are denominated or designated to be payable,
the index, formula or other method by which the amounts will be
determined;
- if other than the full principal amount, the portion of the principal
amount of the debt securities that will be payable upon declaration of
acceleration of maturity;
- the applicability of the provisions described in "-- Defeasance and
Covenant Defeasance" below;
- the events of default;
- whether the subordination provisions summarized below or different
subordination provisions will apply to any debt securities that are
subordinated debt securities;
- any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or registrars;
- any provisions relating to the satisfaction and discharge of the debt
securities;
- if we will issue the debt securities in whole or in part in the form of
global securities; and
- any other terms of the debt securities.
The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
"Original issue discount securities" will bear no interest or will bear interest
at a rate below the prevailing market rate at the time of issuance. In addition,
less than the entire principal amount of these securities will be payable upon
declaration of acceleration of their maturity. Regent Broadcasting, Inc. will
describe any United States federal income tax consequences and other special
considerations applicable to any such original issue discount securities in the
applicable prospectus supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, the
principal, premium (if any) and interest on the debt securities will be payable,
and the exchange of and the transfer of debt securities will be
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registrable, at the office or agency maintained by Regent Broadcasting, Inc. for
such purpose in New York and/or at any other office or agency maintained for
that purpose. Unless otherwise indicated, Regent Broadcasting, Inc. will issue
the debt securities in denominations of $1,000 or integral multiples of $1,000.
Unless otherwise provided in the debt securities to be transferred or exchanged,
no service charge will be made for any registration of transfer or exchange of
the debt securities, but Regent Broadcasting, Inc. may require payment of a sum
sufficient to cover any tax or other governmental charge imposed because of the
transactions.
All money paid by Regent Broadcasting, Inc. to a paying agent for the
payment of principal, premium (if any) or interest on any debt security which
remains unclaimed for one year after the principal, premium or interest has
become due and payable may be repaid to Regent Broadcasting, Inc., and
thereafter the holder of the debt security may look only to Regent Broadcasting,
Inc. for payment of those amounts.
In the event of any redemption, Regent Broadcasting, Inc. will not be
required to (a) issue, register the transfer of or exchange the debt securities
of any series during a period beginning 15 days before the mailing of a notice
of redemption of debt securities of that series to be redeemed and ending on the
date of the mailing or (b) register the transfer of or exchange any debt
security, or portion thereof, called for redemption, except the unredeemed
portion of any debt security being redeemed in part.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM
The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that Regent
Broadcasting, Inc. will not issue certificates to each holder. Each global
security will be issued to DTC, which will keep a computerized record of its
participants, such as your broker, whose clients have purchased debt securities.
Each participant will then keep a record of its clients who purchased the debt
securities. Unless it is exchanged in whole or in part for a certificate, a
global security may not be transferred, except that DTC, its nominees, and their
successors may transfer a global security as a whole to one another.
Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These laws may limit or
impair the ability to transfer beneficial interests in a global security.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act. DTC holds the securities that its participants deposit. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The rules that apply to
DTC and its participants are on file with the SEC.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
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Regent Broadcasting, Inc. will wire payments of principal, premium, if any,
and interest to DTC's nominee. Regent Broadcasting, Inc. and the trustee will
treat DTC's nominee as the owner of the global securities for all purposes.
Accordingly, Regent Broadcasting, Inc., the trustee and any paying agent will
have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or Regent Broadcasting, Inc.
So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. Regent Broadcasting, Inc. will issue debt securities of any
series then represented by global securities in definitive form in exchange for
those global securities if:
- DTC notifies Regent Broadcasting, Inc. that it is unwilling or unable to
continue as depositary or if DTC ceases to be a clearing agency
registered under applicable law and a successor depositary is not
appointed by Regent Broadcasting, Inc. within 90 days; or
- Regent Broadcasting, Inc. decides not to require all of the debt
securities of a series to be represented by a global security.
If Regent Broadcasting, Inc. issues debt securities in definitive form in
exchange for a global security, an owner of a beneficial interest in the global
security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of those debt securities in definitive form. Debt securities issued in
definitive form will, except as set forth in the applicable prospectus
supplement, be issued in denominations of $1,000 and any multiple of $1,000 and
will be issued in registered form only, without coupons.
INDENTURES
Debt securities that will be senior debt will be issued under a senior
indenture between us and a trustee we will select and name in the prospectus
supplement. Regent Broadcasting, Inc. calls that indenture, as it may be
supplemented from time to time, the Senior Debt Indenture. Debt securities that
will be subordinated debt will be issued under a subordinated indenture between
Regent Broadcasting, Inc. and a trustee we will select and name in the
prospectus supplement. Regent Broadcasting, Inc. calls that indenture, as it may
be supplemented from time to time, the Subordinated Debt Indenture. Regent
Broadcasting, Inc. refers to the applicable trustee as the "senior debt
indenture trustee" or as the "subordinated debt indenture trustee" as the
context may require.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Holders of subordinated debt securities should recognize that contractual
provisions in the Subordinated Debt Indenture may prohibit Regent Broadcasting,
Inc. from making payments on these securities. Subordinated debt securities are
subordinate and junior in right of payment, to the extent and in the manner
21
stated in the Subordinated Debt Indenture, to all of the senior indebtedness of
Regent Broadcasting, Inc. as defined in the Subordinated Debt Indenture.
Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:
- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving us or
a substantial part of our property;
- that (a) a default has occurred in the payment of principal, any premium,
interest or other monetary amounts due and payable on any senior
indebtedness or (b) there has occurred any other event of default
concerning senior indebtedness, that permits the holder or holders of the
senior indebtedness to accelerate the maturity of the senior
indebtedness, with notice or passage of time, or both, and that event of
default has continued beyond the applicable grace period, if any, and
that default or event of default has not been cured or waived or has not
ceased to exist; or
- that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of default as
defined under the Subordinated Debt Indenture and that declaration has
not been rescinded and annulled as provided under the Subordinated Debt
Indenture.
The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise specified in the applicable prospectus supplement, Regent
Broadcasting, Inc. may not consolidate or merge with or into any other person,
including any other entity, or convey, transfer or lease all or substantially
all of our properties and assets to any person or group of affiliated persons
unless:
- Regent Broadcasting, Inc. is the continuing corporation or the person, if
other than Regent Broadcasting, Inc., formed by such consolidation or
with which or into which Regent Broadcasting, Inc. is merged or the
person to which all or substantially all its properties and assets are
conveyed, transferred or leased is a corporation or other entity
organized and existing under the laws of the United States, any of its
States or the District of Columbia and expressly assumes Regent
Broadcasting, Inc.'s obligations under the debt securities and each
indenture; and
- immediately after giving effect to the transaction, there is no default
and no event of default under the relevant indenture.
If Regent Broadcasting, Inc. consolidates with or merges into any other
corporation or entity or conveys, transfers or leases all or substantially all
of its property and assets as described in the preceding paragraph, the
successor corporation or entity shall succeed to and be substituted for Regent
Broadcasting, Inc., and may exercise its rights and powers under the indentures,
and thereafter, except in the case of a lease, Regent Broadcasting, Inc. will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:
- default in the payment of interest on any debt security of that series
when due that continues for a period of 30 days;
- default in the payment of principal of or premium on any debt security of
that series when due;
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- default in the deposit of any sinking fund payment on that series for
five days after it becomes due;
- failure to comply with any of our other agreements contained in the
indenture for a period of 60 days after written notice to Regent
Broadcasting, Inc. in accordance with the terms of the indenture;
- failure to pay when due the principal of, or acceleration of, any
indebtedness for money borrowed by us in excess of the amount specified
in the indenture, if the indebtedness is not discharged, or the
acceleration is not annulled, within 30 days of Regent Broadcasting,
Inc.'s receiving written notice of the failure in accordance with the
indenture;
- certain events of bankruptcy, insolvency or reorganization; and
- any other events of default specified in the applicable prospectus
supplement.
No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to Regent Broadcasting, Inc., necessarily constitutes an event of
default with respect to any other series of debt securities.
In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.
If there is a continuing event of default, the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding debt securities
of an affected series may require us to immediately repay the unpaid principal,
or if the debt securities of that series are original issue discount securities,
the portion of the principal amount as may be specified in the terms of that
series, and interest on all debt securities of that series. Subject to certain
conditions, the holders of a majority in principal amount of the debt securities
of a series may rescind our obligation to accelerate repayment and may waive
past defaults, except (1) a default in payment of the principal, premium (if
any) and interest on any debt security of that series and (2) some covenant
defaults under the terms of that series.
Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or for exercising any trust or power conferred on the trustee.
No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or to appoint a receiver or trustee, or to any other remedy under each indenture
except as set forth in the applicable prospectus supplement.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.
Each indenture requires Regent Broadcasting, Inc. to furnish to the trustee
annually a certificate as to our compliance with such indenture.
SATISFACTION AND DISCHARGE
Regent Broadcasting, Inc. can discharge or defease its obligations under
the indentures as stated below or as provided in the applicable prospectus
supplement.
Unless otherwise provided in the applicable prospectus supplement, Regent
Broadcasting, Inc. may discharge obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their terms to become due
and payable, or are scheduled for redemption, within one year. Regent
Broadcasting, Inc. may effect a discharge by irrevocably depositing with the
trustee cash or U. S. government obligations, as trust funds, in an amount
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certified to be enough to pay when due, whether at maturity, upon redemption or
otherwise, the principal of, premium, if any, and interest on the debt
securities and any mandatory sinking fund payments.
MODIFICATION OF THE INDENTURES
Each indenture permits Regent Broadcasting, Inc. and the relevant trustee
to amend the indenture without the consent of the holders of any of the debt
securities:
- to evidence the succession of another corporation or entity and the
assumption of Regent Broadcasting, Inc.'s covenants under such indenture
and the debt securities;
- to add to our covenants or to the events of default or to make certain
other changes which would not adversely affect in any material respect
the holder of any outstanding debt securities;
- to cure any ambiguity, defect or inconsistency; and
- for other purposes as described in each indenture.
Each indenture also permits Regent Broadcasting, Inc. and the trustee, with
the consent of the holders of a majority in principal amount of the debt
securities of each series affected by the amendment, with each such series
voting as a class, to add any provisions to or change or eliminate any of the
provisions of such indenture or any supplemental indenture or to modify the
rights of the holders of debt securities of each series, provided, however,
that, without the consent of the holder of each debt security so affected, no
such amendment may:
- change the maturity of the principal of or premium, if any, or any
installment of principal or interest on any debt security;
- reduce the principal amount of any debt security, or the rate of interest
or any premium payable upon the redemption, repurchase or repayment of
any debt security, or change the manner in which the amount of any of the
foregoing is determined;
- reduce the amount of principal payable upon acceleration of maturity;
- change the place of payment where, or the currency or currency unit in
which, any debt security or any premium or interest on the debt security
is payable;
- reduce the percentage in principal amount of affected debt securities the
consent of whose holders is required for amendment of the indenture or
for waiver of compliance with some provisions of the indenture or for
waiver of some defaults; or
- modify the provisions relating to waiver of some defaults or any of the
provisions relating to amendment of the indenture except to increase the
percentage required for consent or to provide that some other provisions
of the indenture may not be modified or waived.
The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, Regent Broadcasting, Inc.'s
compliance with some restrictive provisions of the indentures.
Regent Broadcasting, Inc. may not amend the Subordinated Debt Indenture to
alter the subordination of any outstanding subordinated debt securities in a
manner adverse to the holders of senior indebtedness without the written consent
of the holders of senior indebtedness then outstanding under the terms of such
senior indebtedness.
DEFEASANCE AND COVENANT DEFEASANCE
Except as provided in the applicable prospectus supplement, Regent
Broadcasting, Inc. may elect either
- to be discharged from all our obligations in respect of debt securities
of any series, except for its obligations to register the transfer or
exchange of debt securities, to replace temporary, destroyed,
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stolen, lost or mutilated debt securities, to maintain paying agencies
and to hold monies for payment in trust (we will refer to this discharge
as "defeasance"), or
- to be released from its obligations to comply with some restrictive
covenants applicable to the debt securities of any series (we will refer
to this release as "covenant defeasance");
in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. Regent Broadcasting, Inc. may establish such
a trust only if, among other things, it has received an opinion of counsel to
the effect that the holders of debt securities of the series (a) will not
recognize income, gain or loss for federal income tax purposes as a result of
the deposit, defeasance or covenant defeasance and (b) will be subject to
federal income tax on the same amounts, and in the same manner and at the same
times as would have been the case if the deposit, defeasance or covenant
defeasance had not occurred. The opinion, in the case of defeasance under the
first bullet point above, must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable federal income tax laws
occurring after the date of the relevant indenture.
Regent Broadcasting, Inc. may exercise the defeasance option with respect
to debt securities notwithstanding its prior exercise of the covenant defeasance
option. If Regent Broadcasting, Inc. exercises the defeasance option, payment of
the debt securities may not be accelerated because of a default. If Regent
Broadcasting, Inc. exercises the covenant defeasance option, payment of the debt
securities may not be accelerated by reason of a default with respect to the
covenants to which covenant defeasance is applicable. However, if the
acceleration were to occur by reason of another default, the realizable value at
the acceleration date of the money and U.S. government obligations in the
defeasance trust could be less than the principal and interest then due on the
debt securities, in that the required deposit in the defeasance trust is based
upon scheduled cash flow rather than market value, which will vary depending
upon interest rates and other factors.
CONVERSION RIGHTS
The terms and conditions, if any, upon which debt securities being offered
are convertible into common stock or other securities will be set forth in an
applicable prospectus supplement. Those terms will include the conversion price,
the conversion period, provisions as to whether conversion will be at the option
of the holder or Regent Broadcasting, Inc., the events requiring an adjustment
of the conversion price and provisions affecting conversion in the event that
the debt securities are redeemed.
REGARDING THE TRUSTEE
We will choose appropriate banks or trust companies to serve as the senior
debt indenture trustee and the subordinated debt indenture trustee. Information
regarding such trustees will be disclosed in the applicable prospectus
supplement. The same entity may serve as both the senior debt indenture trustee
and the subordinated debt indenture trustee.
Each indenture contains limitations on the rights of the trustee, should
the trustee become our creditor, to obtain payment of claims in some cases, or
to realize on specified property received in respect of these claims, as
security or otherwise. The trustee and its affiliates may engage in, and will be
permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.
DESCRIPTION OF GUARANTEES
Regent may from time to time guarantee the obligations of Regent
Broadcasting, Inc. relating to its debt securities issued under this prospectus.
25
Regent Broadcasting, Inc. may from time to time guarantee the obligations
of Regent relating to its debt securities issued under this prospectus.
Certain of our direct and indirect wholly-owned subsidiaries may guarantee
the obligations of Regent and/or Regent Broadcasting, Inc. relating to the debt
securities of either company issued under this prospectus.
The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase shares of common stock, preferred stock
or debt securities. Warrants may be issued, subject to regulatory approvals,
independently or together with any shares of common stock, preferred stock or
debt securities and may be attached to or separate from such shares of common
stock or preferred stock or debt securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into between us and a
warrant agent. The warrant agent will act solely as an agent for us in
connection with the warrants of such series and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants. The following sets forth certain general terms and provisions of
the warrants offered hereby. Further terms of the warrants and the applicable
warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
- the title of the warrants;
- the securities (which may include shares of common stock or preferred
stock or debt securities) for which the warrants are exercisable;
- the price or prices at which the warrants will be issued;
- the periods during which the warrants are exercisable, the number of
shares of common stock or preferred stock or the amount of debt
securities for which each warrant is exercisable, the exercise price for
the warrants, including any changes to or adjustments in the exercise
price;
- the currency or currencies, including composite currencies, in which the
exercise price of the warrants may be payable;
- if applicable, the designation and terms of the series of preferred stock
with which the warrants are issued;
- if applicable, the terms of the debt securities with which the warrants
are issued;
- the number of warrants issued with each share of common stock or
preferred stock;
- if applicable, the date on and after which the warrants and the related
common stock, preferred stock or debt securities will be separately
transferable;
- any listing of the warrants on a securities exchange or automated
quotation system;
- if applicable, a discussion of material U.S. federal income tax
consequences and other special considerations with respect to any
warrants; and
- any other terms of the warrants, including terms, procedures and
limitations relating to the transferability, exchange and exercise of
such warrants.
26
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS OF REGENT
We may issue stock purchase contracts. Stock purchase contracts are
contracts obligating holders to purchase from us, and us to sell to the holders,
a specified number of shares of common stock, preferred stock or convertible
preferred stock at a future date or dates. The price per share of common stock,
preferred stock or convertible preferred stock may be fixed at the time the
stock purchase contracts are issued or may be determined by reference to a
specific formula set forth in the stock purchase contracts. The formulas may
include anti-dilution provisions to adjust the number of shares issuable under
the stock purchase contracts upon events that would otherwise dilute the
interests of the holders. The stock purchase contracts may be issued separately
or as a part of stock purchase units each representing ownership of a stock
purchase contract and our debt securities, convertible debt securities or debt
obligations of the United States of America or its agencies or
instrumentalities, securing the holders' obligations to purchase the common
stock, preferred stock or the convertible preferred stock under the stock
purchase contracts.
When stock purchase units include debt obligations of the United States of
America or its agencies or instrumentalities, the principal of the debt
obligations, when paid at maturity, will automatically be applied to satisfy the
holder's obligation to purchase common stock, preferred stock or convertible
preferred stock under the stock purchase contracts unless the holder of the
units settles its obligations under the stock purchase contracts early through
the delivery of consideration to us or our agent in the manner discussed below.
The stock purchase contracts may require us to make periodic payments to
the holders of the stock purchase units or vice versa, and the payments may be
unsecured or refunded on some basis. The stock purchase contracts may require
holders to secure their obligations in a specified manner.
Holders of stock purchase units may be entitled to settle the underlying
stock purchase contracts prior to the stated settlement date by surrendering the
certificate evidencing the stock purchase units, accompanied by the payment due,
in any form and calculated pursuant to any formula as may be prescribed in the
stock purchase contracts and described in the applicable prospectus supplement.
Upon early settlement, the holder would receive the number of shares of common
stock, preferred stock or convertible preferred stock deliverable under the
stock purchase contracts, subject to adjustment in specific cases. Holders of
stock purchase units may be entitled to exchange their stock purchase units
together with appropriate collateral, for separate stock purchase contracts and
our debt securities or debt obligations of the United States of America or its
agencies or instrumentalities. In the event of either an early settlement or
exchange, the debt securities or debt obligations that were pledged as security
for the obligation of the holder to perform under the stock purchase contracts
would be transferred to the holder free and clear of our security interest.
The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units including differences, if any, from
the terms described above.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus:
- through underwriters or dealers;
- through agents;
- directly to purchasers; or
- through a combination of any such methods of sale.
Any underwriter, dealer or agent may be deemed to be an underwriter within
the meaning of the Securities Act of 1933. The prospectus supplement relating to
the securities offered by this prospectus will set forth:
- their offering terms, including the name or names of any underwriters,
dealers or agents;
- the purchase price of the securities offered by such prospectus
supplement;
27
- the proceeds to us from the sale;
- any underwriting discounts, commissions and other items constituting
compensation to underwriters, dealers or agents;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid by underwriters
or dealers to other dealers; and
- any securities exchanges or other markets on which the securities offered
by this prospectus may be listed or traded.
If underwriters or dealers are used in the sale, the securities offered by
this prospectus will be acquired by the underwriters or dealers for their own
account and may be resold from time to time:
- in one or more transactions;
- at a fixed price or prices, which may be changed;
- at market prices prevailing at the time of sale;
- at prices related to the prevailing market prices; or
- at negotiated prices.
The securities offered by this prospectus may be offered to the public
either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more of those firms. Unless otherwise set
forth in the prospectus supplement, the obligations of underwriters or dealers
to purchase the securities offered by this prospectus will be subject to
specific conditions precedent and the underwriters or dealers will be obligated
to purchase all of the securities offered by this prospectus if any are
purchased. Any public offering price and any discounts or concessions allowed or
reallowed or paid by underwriters or dealers to other dealers may be changed
from time to time.
The securities offered by this prospectus may be sold directly by us or
through agents designated by us. Any agent involved in the offer or sale of the
securities offered by this prospectus in respect of which this prospectus is
delivered will be named, and any commissions payable by us to the agent will be
set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any agent will be acting on a best efforts basis for the
period of its appointment.
If so indicated in the prospectus supplement, we will authorize
underwriters, dealers or agents to solicit offers by specific institutions to
purchase securities offered by this prospectus from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
The contracts will be subject to any conditions set forth in the prospectus
supplement and the prospectus supplement will set forth the commission payable
for solicitation of the contracts. The underwriters and other persons soliciting
the contracts will have no responsibility for the validity or performance of any
of the contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with us to indemnification by us against civil liabilities, including
liabilities under the Securities Act, or to contribution by us to payments they
may be required to make in respect thereof. The terms and conditions of the
indemnification will be described in an applicable prospectus supplement.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, us in the ordinary course of business.
Each series of securities offered by this prospectus may be a new issue of
securities with no established trading market. Any underwriters to whom
securities offered by this prospectus are sold by us for public offering and
sale may make a market in the securities offered by this prospectus, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any securities offered by this prospectus.
28
Underwriters and dealers may engage in passive market making transactions
in our common stock in accordance with Rule 103 of Regulation M under the
Exchange Act. In general, a passive market maker may not bid for or purchase our
common stock at a price that exceeds the highest independent bid. In addition,
the net daily purchases made by any passive market maker generally may not
exceed 30% of its average daily trading volume in our common stock during a
specified two month prior period, or 200 shares, whichever is greater. A passive
market maker must identify passive market making bids on the Nasdaq electronic
inter-dealer reporting system. Passive market making may stabilize or maintain
the market price of our common stock above independent market levels.
Underwriters and dealers are not required to engage in passive market making and
may end passive market making activities at any time.
Any underwriter may engage in stabilizing and syndicate covering
transactions in accordance with Rule 104 of Regulation M under the Exchange Act.
Rule 104 permits stabilizing bids to purchase the underlying security so long as
the stabilizing bids do not exceed a specified maximum. The underwriters may
over-allot shares of the common stock in connection with an offering of common
stock, thereby creating a short position in the underwriters' account. Syndicate
covering transactions involve purchases of the debt securities or convertible
debt securities in the open market after the distribution has been completed in
order to cover syndicate short positions. Stabilizing and syndicate covering
transactions may cause the price of the debt securities or convertible debt
securities to be higher than it would otherwise be in the absence of those
transactions. These transactions, if commenced, may be discontinued at any time.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement relating
to particular securities, the validity of the securities offered hereby will be
passed upon for us by Graydon Head & Ritchey LLP, Cincinnati, Ohio.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for Regent Communications, Inc. for the year
ended December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Stockholders may read and copy reports, proxy
statements and other information filed by us at the SEC's public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549; 233 Broadway, New York, New
York 10279; or Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our reports, proxy statements and
other information are also available from commercial document retrieval services
and at the SEC's website located at http://www.sec.gov.
We have filed a registration statement to register with the SEC the
securities offered hereby. This document is part of that registration statement
and constitutes a prospectus of Regent.
As allowed by SEC rules, this document does not contain all the information
that stockholders can find in our registration statement or the exhibits to our
registration statement.
29
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to security
holders by referring them to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information contained directly in the
other document.
This document incorporates by reference the documents set forth below:
- our Annual Report on Form 10-K for the year ended December 31, 2001;
- our Proxy Statement dated April 19, 2001; and
- the description of our common stock contained in our registration
statement filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
Additional documents that we may file with the SEC between the date of this
document and the date of the sale of the securities offered hereby are also
incorporated by reference. These include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as proxy statements.
Copies of any of the documents incorporated by reference (excluding
exhibits unless specifically incorporated therein) are available without charge
upon written or oral request from Anthony A. Vasconcellos, Chief Financial
Officer of Regent Communications, Inc., 100 East RiverCenter Boulevard, 9(th)
Floor, Covington, Kentucky 41011 (telephone number: (859) 292-0030).
30
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT TO MAKE YOUR DETERMINATION ON WHETHER OR NOT TO MAKE
AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK OFFERED HEREBY. NO ONE HAS BEEN
AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED
IN THIS DOCUMENT. THIS DOCUMENT IS DATED , 2002. YOU SHOULD NOT ASSUME
THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THAT DATE, AND NEITHER THE DELIVERY OF THIS DOCUMENT NOR THE SALE OF OUR
COMMON STOCK WILL CREATE ANY IMPLICATION TO THE CONTRARY.
---------------------
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
About this Prospectus................. 2
Risk Factors.......................... 3
Forward-Looking Statements............ 6
Regent Communications, Inc. .......... 6
Use of Proceeds....................... 6
Consolidated Ratios of Earnings to
Fixed Charges and Earnings to
Combined Fixed Charges and Preferred
Stock Dividends..................... 7
Description of Capital Stock of
Regent.............................. 7
Description of Depositary Shares of
Regent.............................. 10
Description of Debt Securities of
Regent.............................. 10
Description of Debt Securities of
Regent Broadcasting, Inc. .......... 18
Description of Guarantees............. 25
Description of Warrants............... 26
Description of Stock Purchase
Contracts and Stock Purchase Units
of Regent........................... 27
Plan of Distribution.................. 27
Legal Matters......................... 29
Experts............................... 29
Where You Can Find More Information... 29
Incorporation By Reference............ 30
</Table>
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------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
REGENT LOGO
REGENT BROADCASTING, INC.
-----------------------
$250,000,000
-----------------------
REGENT COMMUNICATIONS, INC.
COMMON STOCK
PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH
HEREIN BY THE SUBSIDIARY GUARANTORS
GUARANTEES OF DEBT SECURITIES OF REGENT
BROADCASTING, INC.
REGENT BROADCASTING, INC.
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH
HEREIN BY REGENT COMMUNICATIONS, INC.
AND THE SUBSIDIARY GUARANTORS
GUARANTEES OF DEBT SECURITIES OF
REGENT COMMUNICATIONS, INC.
-----------------------
PROSPECTUS
-----------------------
, 2002
------------------------------------------------------
------------------------------------------------------
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the fees and expenses (all
but the SEC fees are estimates) in connection with the issuance and distribution
of the shares of common stock being registered hereunder. All such fees and
expenses shall be borne by Regent.
Commission Registration Fees.................. $ 23,000.00
Nasdaq National Market Listing Fee............ $
Blue Sky fees and expenses.................... $
Printing and engraving expenses............... $
Transfer agent and registrar fee and expenses. $
Attorneys fees and expenses................... $
Accounting fees and expenses.................. $
Miscellaneous................................. $
--------------------
Total............................... $
====================
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "DGCL"), the Certificate of Incorporation of the
Registrant provides that a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the Certificate of Incorporation of
the Registrant requires that the liability of a director of the Registrant must
be eliminated or limited to the fullest extent permitted by the DGCL, as so
amended. Further, any repeal or modification of this provision of the
Certificate of Incorporation of the Registrant by the stockholders of the
Registrant shall not adversely affect any right or protection of a director of
the Registrant existing at the time of such repeal or modification.
In accordance with Section 145 of the DGCL, the Certificate of
Incorporation and the Amended and Restated By-laws of the Registrant provide
that the Registrant shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is threatened to be made a party, or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person for whom he is a legal
representative, is or was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person. The indemnification and advancement of
expenses pursuant to the Certificate of Incorporation
II-1
and By-laws are not exclusive of any other rights which the person seeking
indemnification may have under any statute, provision of such Certificate of
Incorporation, By-laws, agreement, vote of stockholders or disinterested
directors or otherwise. Pursuant to the terms of the Certificate of
Incorporation and the By-laws, the Registrant is required to indemnify a person
in connection with a proceeding initiated by such person only if the proceeding
was authorized by the Board of Directors of the Registrant. Pursuant to Section
145 of the DGCL, the Registrant may only indemnify a person if such person 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, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and the By-laws further provide that
the Registrant shall pay the expenses of directors and executive officers of the
Registrant, and may pay the expenses of all other officers, employees or agents
of the Registrant, incurred in defending any proceeding, in advance of its final
disposition, upon receipt of an undertaking by the director, officer, employee
or agent to repay all amounts advanced if it should be ultimately determined
that such person is not entitled to be indemnified under the provisions of the
Certificate of Incorporation, the By-laws or otherwise.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful on the merits or otherwise in
the defense of any action, suit or proceeding referred to in subsections (a) and
(b) of Section 145 or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators.
The Certificate of Incorporation and the By-laws provide that the
Registrant's obligation, if any, to indemnify any person who was or is serving
at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity, shall be
reduced by any amount such person may collect as indemnification from such other
entity.
If the indemnification provisions of the Certificate of Incorporation
or By-laws are repealed or modified, such repeal or modification will not
adversely affect any right or protection thereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or modification.
Regent carries directors' and officers' liability insurance coverage
which insures its directors and officers and the directors and officers of its
subsidiaries in certain circumstances.
II-2
ITEM 16. EXHIBITS
Document Exhibit
- -------- -------
Underwriting Agreement 1.1*
Asset Exchange Agreement dated as of March 12, 2000 2.1**
by and among Clear Channel Broadcasting, Inc.,
Clear Channel Broadcasting Licenses, Inc., Capstar Radio
Operating Company, Capstar TX Limited Partnership,
Regent Broadcasting of Victorville, Inc., Regent Licensee
of Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(g) to the Registrant's Form
10-K for the year ended December 31, 1999 and incorporated
herein by this reference)
First Amendment to Asset Exchange Agreement made on 2.2**
May 31, 2000 by and among Clear Channel Broadcasting,
Inc., Clear Channel Broadcasting Licenses, Inc., Capstar
Radio Operating Company, Capstar TX Limited Partnership,
Regent Broadcasting of Victorville, Inc., Regent Licensee
of Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(b) to the Registrant's Form
10-Q for the quarter ended June 30, 2000 and incorporated
herein by reference)
Second Amendment to Asset Exchange Agreement made 2.3**
on June 2, 2000 by and among Clear Channel Broadcasting,
Inc., Clear Channel Broadcasting Licenses, Inc., Capstar Radio
Operating Company, Capstar TX Limited Partnership, Regent
Broadcasting of Victorville, Inc., Regent Licensee of
Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(c) to the Registrant's Form
10-Q for the quarter ended June 30, 2000 and incorporated
herein by reference)
Agreement of Merger dated March 29, 2000 by and among 2.4**
Regent Communications, Inc., Regent Broadcasting, Inc.,
KZAP, Inc. and Rob Cheal (previously filed as Exhibit 2(h)
to the Registrant's Form 10-K for the year ended December
31, 1999 and incorporated herein by this reference)
II-3
Asset Purchase Agreement dated March 29, 2000 by and 2.5**
between Yavapai Broadcasting Corporation, Regent
Broadcasting of Flagstaff, Inc. and Regent Licensee of
Flagstaff, Inc. (previously filed as Exhibit 2(i) to the
Registrant's Form 10-K for the year ended December 31,
1999 and incorporated herein by this reference)
Asset Purchase Agreement made as of October 31, 2000 2.6**
among Concord Media Group of California, Inc., Regent
Broadcasting of Palmdale, Inc. and Regent Licensee of
Palmdale, Inc. (previously filed as Exhibit 2(d) to the
Registrant's Form 10-Q for the quarter ended September
30, 2000 and incorporated herein by reference)
Asset Purchase Agreement made December 28, 2000 2.7**
among NextMedia Group II, Inc., NextMedia Licensing,
Inc., Regent Broadcasting of Erie, Inc. and Regent Licensee
of Erie, Inc. (excluding exhibits not deemed material or
filed separately in executed form) (previously filed as
Exhibit 2(g) to the Registrant's Form 10-K for the year
ended December 31, 2000 and incorporated herein by
reference)
Agreement of Merger dated June 15, 2000 among StarCom, 2.8**
Inc, Dennis Carpenter and Regent Broadcasting, Inc., as
amended by an Amendment, dated as of July 27, 2000, to
Agreement of Merger, and as further amended by a Second
Amendment, dated as of February 19, 2001, to Agreement of
Merger (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit 2(h)
to the Registrant's Form 10-K for the year ended December 31,
2000 and incorporated herein by reference)
Credit Agreement dated as of January 27, 2000 among 4.1**
Regent Broadcasting, Inc., Regent Communications, Inc.,
Fleet National Bank, as administrative agent, Fleet National
Bank, as issuing lender, General Electric Capital Corporation,
as syndication agent, Dresdner Bank AG, New York and
Grand Cayman Branches, as document agent, and the several
lenders party thereto (excluding exhibits not deemed material
or filed separately in executed form) (previously filed as Exhibit
4(a) to the Registrant's Form 8-K filed February 10, 2000 and
incorporated herein by this reference)
Omnibus Amendment No. 1 and Amendment No. 1 to Credit 4.2**
Agreement dated as of February 4, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing
II-4
lender, General Electric Capital Corporation, as syndication agent,
Dresdner Bank AG, New York and Grand Cayman Branches, as
document agent, and the several lenders party thereto (previously
filed as Exhibit 4(e) to the Registrant's Form 8-K filed February 10,
2000 and incorporated herein by this reference)
Amendment No. 2 and Consent, dated as of August 23, 2000, 4.3**
to the Credit Agreement dated as of January 27, 2000, as amended,
among Regent Broadcasting, Inc., Regent Communications, Inc.,
Fleet National Bank, as administrative agent, Fleet National Bank, as issuing
lender, General Electric Capital Corporation, as syndication agent, Dresdner
Bank AG, New York and Grand Cayman Branches, as document agent, and the several
lenders party thereto (previously filed as Exhibit 4(c) to the Registrant's Form
10-K for the year ended December 31, 2000 and incorporated herein by this
reference)
Amendment No. 3 dated as of December 1, 2000, to the Credit 4.4**
Agreement dated as of January 27, 2000, as amended, among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing lender,
General Electric Capital Corporation, as syndication agent, Dresdner
Bank AG, New York and Grand Cayman Branches, as document agent,
and the several lenders party thereto (previously filed as Exhibit 4(d) to
the Registrant's Form 10-K for the year ended December 31, 2000 and
incorporated herein by this reference)
Revolving Credit Note dated as of February 7, 2000 made by Regent 4.5**
Broadcasting, Inc. in favor of Fleet National Bank in the original
principal amount of $25 million (previously filed as Exhibit 4(f) to
the Registrant's Form 8-K filed February 10, 2000 and incorporated
herein by this reference) (See Note 1 below)
Subsidiary Guaranty Agreement dated as of January 27, 2000 4.6**
among Regent Broadcasting, Inc., Regent Communications, Inc. and
each of their subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(c) to the Registrant's Form 8-K filed
February 10, 2000 and incorporated herein by this reference)
Pledge Agreement dated as of January 27, 2000 among Regent 4.7**
Broadcasting, Inc., Regent Communications, Inc. and each of
their subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(d) to the Registrant's Form 8-K
filed February 10, 2000 and incorporated herein by this reference)
Security Agreement dated as of January 27, 2000 among 4.8**
Regent Broadcasting, Inc., Regent Communications, Inc. and
each of their subsidiaries and Fleet National Bank, as collateral
agent (previously filed as Exhibit 4(b) to the Registrant's Form 8-K
II-5
filed February 10, 2000 and incorporated herein by this reference)
Amended and Restated Certificate of Incorporation of Regent 4.9**
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)
Certificate of Decrease of Shares Designated as Series G 4.10**
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 for the quarter ended June 30, 1999
and incorporated herein by this reference)
Certificate of Designation, Number, Powers, Preferences and 4.11**
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)
Certificate of Decrease of Shares Designated as Series G Convertible 4.12**
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)
Certificate of Increase of Shares Designated as Series H Convertible 4.13**
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)
Certificate of Amendment of Amended and Restated Certificate of 4.14**
Incorporation of Regent Communications, Inc. filed with the
II-6
Delaware Secretary of State on November 19, 1999 (previously filed
as Exhibit 3(b) to the Registrant's Form 10-Q for the quarter ended
June 30, 2001 and incorporated herein by this reference)
Certificate of Designation, Number, Powers Preferences and Relative, 4.15**
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
Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by
this reference)
Certificate of Amendment of Amended and Restated Certificate of Incorporation 4.16**
of Regent Communications, Inc. filed with the Delaware Secretary of State
on March 13, 2002 (previously filed as Exhibit 3(h) to the Registrant's
Form 10-K for the year ended December 31, 2001 and incorporated herein
by this reference)
Amended and Restated By-Laws of Regent Communications, Inc. 4.17**
(previously filed as Exhibit 3(b) to Amendment No. 1 to the
Registrant's Form S-4 Registration Statement No. 333-46435
filed April 8, 1999 and incorporated herein by this reference)
Amendments to By-Laws of Regent Communications, Inc. 4.18**
adopted December 13, 1999 (previously filed as Exhibit 3(h) to
Amendment No. 1 to the Registrant's Form S-1 Registration
Statement No. 333-91703 filed December 29, 1999 and
incorporated herein by this reference)
Stock Purchase Agreement dated June 15, 1998 among Regent Communications, 4.19**
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 Cities 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)
Registration Rights Agreement dated June 15, 1998 among Regent 4.20**
Communications, Inc., PNC Bank, N.A., 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 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)
Warrant for the Purchase of 650,000 Shares of Common Stock issued 4.21*
by Regent Communications, Inc. to Waller-Sutton Media Partners,
II-7
L.P. dated June 15, 1998 (See Note 2 below) (previously filed as
Exhibit 4(f) to the Registrant's Form 8-K filed June 30, 1998 and
incorporated herein by this reference)
Stock Purchase Agreement dated June 21, 1999 between Regent 4.22**
Communications, Inc. and Waller-Sutton Media Partners, L.P. relating
to the purchase of 90,909 shares of Regent Communications, Inc.
Series H convertible preferred stock (See Note 3 below) (excluding exhibits not
deemed material or filed separately in executed form) (previously filed as
Exhibit 4(aa) to the Registrant's Form 10-Q for the quarter ended June 30,1999
and incorporated herein by this reference)
Stock Purchase Agreement dated June 21, 1999, among Regent 4.23**
Communications, Inc., WPG Corporate Development Associates V,
L.L.C. and WPG Corporate Development Associates V (Overseas),
L.P. relating to the purchase of 1,180,909 and 182,727 shares, respectively, of
Regent Communications, Inc. Series H convertible preferred stock (excluding
exhibits not deemed material or filed separately in executed form) (previously
filed as Exhibit 4(bb) to the Registrant's Form 10-Q for the quarter ended June
30, 1999 and incorporated herein by this reference)
Stock Purchase Agreement dated as of August 31, 1999 among Regent 4.24**
Communications, Inc., The Roman Arch Fund L.P. and The Roman
Arch Fund II L.P. relating to the purchase of 109,091 and 72,727
shares, respectively, of Regent Communications, Inc. Series H convertible
preferred stock (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit 4(ee) to the
Registrant's Form 10-Q for the quarter ended on September 30, 1999
and incorporated herein by this reference)
First Amendment to Registration Rights Agreement dated as of August 4.25**
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)
Second Amendment to Registration Rights Agreement dated as of 4.26**
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
II-8
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 Amendment No. 1 to the
Registrant's Form S-1 Registration Statement No. 333-91703 filed
December 29, 1999 and incorporated herein by this reference)
Third Amended and Restated Stockholders' Agreement dated as 4.27**
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 Amendment No. 1 to the Registrant's Form S-1 Registration
Statement No. 333-91703 filed December 29, 1999 and incorporated
herein by this reference)
Stock Purchase Agreement dated as of November 24, 1999, 4.28**
between Regent Communications, Inc. and Blue Chip Capital Fund
III Limited Partnership (see Note 4 below) (previously filed as
Exhibit 4(jj) to Amendment No. 1 to the Registrant's Form S-1
Registration Statement filed December 29, 1999 and incorporated
herein by this reference)
Registration Rights Agreement, dated as of August 28, 2001, 4.29**
between Regent Communications, Inc. and Bayard H. Walters
(previously filed as Exhibit 10(a) to the Registrant's Form 10-Q for the
quarter ended September 30, 2001 and incorporated herein by this
reference)
Third Amendment to Registration Rights Agreement, dated August 4.30**
28, 2001, among Regent Communications, Inc. and the Stockholders
who are signatories thereto (previously filed as Exhibit 10(b) to the
Registrant's Form 10-Q for the quarter ended September 30, 2001
and incorporated herein by this reference)
Fourth Amendment to Registration Rights Agreement dated as of 4.31**
November 26,2001, among Regent Communications, Inc. and the
II-9
Stockholders who are signatories thereto (previously filed as Exhibit
10(t) to the Registrant's Form 10-K for the year ended December 31,
2001 and Incorporated herein by this reference)
Form of Stock Purchase Agreement dated as of November 26, 2001 4.32**
(see Note 5 below) (previously filed as Exhibit 10.1 to the Registrant's
Form S-3 Registration Statement No. 333-74704 filed December 6, 2001
and incorporated herein by reference)
Registration Rights Agreement dated as of January 7, 2002, between 4.33**
Regent Communications, Inc. and ComCorp of Lafayette, Inc. (previously
filed as Exhibit 10(u) to the Registrant's Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference)
Registration Rights Agreement dated as of January 7, 2002, between 4.34**
Regent Communications, Inc. and Abbeville Broadcasting Service, Inc.
(previously filed as Exhibit 10(v) to the Registrant's Form 10-K for the year
ended December 31, 2001 and incorporated herein by reference)
Form of Senior Debt Indenture of Regent Communications, Inc. 4.35
Form of Subordinated Debt Indenture of Regent Communications, Inc. 4.36
Form of Senior Debt Indenture of Regent Broadcasting, Inc. 4.37
Form of Subordinated Debt Indenture of Regent Broadcasting, Inc. 4.38
Form of Warrant Agreement 4.39*
Form of Deposit Agreement 4.40*
Form of Stock Purchase Contract 4.41*
Opinion of Graydon Head & Ritchey LLP 5.1***
Statements re: Computation of Ratios 12.1***
Consent of Graydon Head & Ritchey LLP 23.1***
(Included in Exhibit 5.1)
Consent of PricewaterhouseCoopers, LLP 23.2
A power of attorney in which various individuals authorize 24.1
the signing of their names to any and all amendments to
this Registration Statement and other documents submitted
in connection herewith is contained on the first page of
the signature pages following Part II of this Registration
Statement
II-10
Statement of Eligibility of Trustee 25.1****
- ------------------------------
* To be filed, as applicable to a particular offering of securities, as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto.
** Incorporated by reference.
*** To be filed by an amendment.
**** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.
NOTES
- -----
1. Seven substantially identical notes were made by Regent Broadcasting,
Inc. as follows:
Original Holder Principal Amount
- --------------- ----------------
General Electric Capital Corporation $22,000,000
Dresdner Bank AG, New York and Cayman Islands Branches $22,000,000
Mercantile Bank National Association $16,000,000
U.S. Bank National Association $10,000,000
Summit Bank $10,000,000
Michigan National Bank $10,000,000
The CIT Group Equipment Financing, Inc. $10,000,000
2. Six substantially identical warrants for the purchase of shares of
Registrant's common stock were issued as follows:
Holder Common Shares
- ------ -------------
Waller-Sutton Media Partners, L.P. 650,000
WPG Corporate Development Associates V, L.L.C 112,580
WPG Corporate Development Associates (Overseas) V, L.P. 17,420
General Electric Capital Corporation 50,000
River Cities Capital Fund Limited Partnership 20,000
William H. Ingram 10,000
3. Two substantially identical stock purchase agreements were entered into
for the purchase of Series H convertible preferred stock as follows:
Purchaser Shares
- --------- ------
Blue Chip Capital Fund II Limited Partnership 363,636
PNC Bank, N.A., as trustee 181,818
4. Four substantially identical stock purchase agreements were entered
into for the purchase of Series K convertible preferred stock as
follows:
Purchaser Shares
- --------- ------
WPG Corporate Development Associates
V, L.L.C. and WPG Corporate Development
---
Associates V (Overseas), L.P. 181,818
PNC Bank, N.A., Custodian 181,818
Mesirow Capital Partners VII1 818,181
II-11
The Prudential Insurance Company of America 1,000,000
5. Twenty-two substantially identical stock purchase agreements were
entered into for the purchase of common stock as follows:
Purchaser Shares
- --------- ------
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Milwaukee Foundation MicroCap 3,900
U.S. Bancorp Piper Jaffray Asset Management for Benefit of WM Chester Small Cap 400
U.S. Bancorp Piper Jaffray Asset Management for Benefit of First American MicroCap Fund 211,500
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Frantschi MicroCap 11,300
U.S. Bancorp Piper Jaffray Asset Management for Benefit of ES Tallmadge Res. 500
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Posner Partners MicroCap 5,600
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Jane Petit MicroCap 500
Firstar Bank NA, Agent Lyndhurst Associates MicroCap Fund 13,300
Marshall & Isley Trust Company Custodian for the Milwaukee Jewish Federation 3,000
Edge Capital, L.P. 100,000
Pogue Capital International, LTD. 52,000
Oxa Trade & Finance, Inc. 35,000
Coditec International LTD - E - VBL 13,000
Blue Chip Capital Fund III Limited Partnership 200,000
Silverfin & Company 12,800
Capital Blue Cross Retirement Plan 3,200
Clippership & Company 90,800
Pitt & Company 83,000
Mellon Trust Company Trustee for NYNEX Master Pension Trust 45,900
Capital Blue Cross 3,800
Silverbass & Company 4,900
Palmsail & Company 5,600
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant 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.
(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. Notwithstanding the foregoing, any
increase or decrease in volume of the securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
II-12
(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 Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by Regent pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 of 1933 and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.
II-13
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT COMMUNICATIONS, INC.
By: /s/ TERRY S. JACOBS
----------------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
II-14
Directors of the Company:
/s/ JOEL M. FAIRMAN Date: March 18, 2002
- ----------------------------------------------
Joel M. Fairman
/s/ KENNETH J. HANAU Date: March 18, 2002
- ----------------------------------------------
Kenneth J. Hanau
/s/ WILLIAM H. INGRAM Date: March 18, 2002
- ----------------------------------------------
William H. Ingram
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ R. GLEN MAYFIELD Date: March 18, 2002
- ----------------------------------------------
R. Glen Mayfield
/s/ RICHARD H. PATTERSON Date: March 18, 2002
- ----------------------------------------------
Richard H. Patterson
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
/s/ WILLIAM P. SUTTER, JR. Date: March 18, 2002
- ----------------------------------------------
William P. Sutter, Jr.
Date:
- ----------------------------------------------
John H. Wyant
II-15
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING, INC.
By: /s/ TERRY S. JACOBS
--------------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-16
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF ALBANY, INC.
By: /s/ TERRY S. JACOBS
------------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-17
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF CHICO, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-18
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF EL PASO, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-19
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF ERIE, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-20
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF FLAGSTAFF, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-21
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF FLINT, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-22
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF GRAND RAPIDS, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-23
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF KINGMAN, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-24
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF LAFAYETTE, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-25
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF LAKE TAHOE, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-26
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF LEXINGTON, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-27
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF MANSFIELD, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-28
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF PALMDALE, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-29
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF PEORIA, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-30
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF REDDING, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-31
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF SAN DIEGO, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-32
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF SOUTH CAROLINA, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-33
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF ST. CLOUD, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-34
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF ST. CLOUD II, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-35
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF UTICA/ROME, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-36
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING OF WATERTOWN, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-37
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING MIDWEST, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-38
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT BROADCASTING WEST COAST, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-39
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF CHICO, INC.
By: /s/ TERRY S. JACOBS
--------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-40
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF EL PASO, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-41
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF ERIE, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-42
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF FLAGSTAFF, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-43
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF KINGMAN, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-44
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF LAKE TAHOE, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-45
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF LEXINGTON, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-46
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF MANSFIELD, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-47
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF PALMDALE, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-48
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF REDDING, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-49
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF SAN DIEGO, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-50
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF SOUTH CAROLINA, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-51
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF ST. CLOUD, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-52
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF UTICA/ROME, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-53
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REGENT LICENSEE OF WATERTOWN, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-54
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
the requirements for filing on Form S-3, 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 March 18,
2002.
REPCOM, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-55
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
the requirements for filing on Form S-3, 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 March 18,
2002.
SARTELL FM, INC.
By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Principal Executive Officer:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary
Principal Financial Officer and Principal
Accounting Officer:
/s/ ANTHONY A. VASCONCELLOS Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer
Directors of the Company:
/s/ TERRY S. JACOBS Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
/s/ WILLIAM L. STAKELIN Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin
II-56