UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 5, 2002
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REGENT COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15392 31-1492857
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
100 East RiverCenter Boulevard, 9th Floor, Covington, Kentucky 41011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (859) 292-0030
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 5, 2002, Regent Communications, Inc. announced its intention
to offer approximately 8,000,000 shares of its common stock. A copy of this
press release is attached hereto as Exhibit 99.1.
On April 8, 2002, Regent Communications, Inc. filed an amendment to its
registration statement on Form S-3 (File No. 333-84548) in connection with this
offering and to register 215,828 shares of its common stock which may be sold in
the offering by the selling stockholders named in the registration statement.
This registration statement has not yet become effective. Subsequently, on April
10, 2002, those selling stockholders notified Regent Communications, Inc. that
they no longer intended to sell such shares in this offering.
On April 10, 2002, Regent Communications, Inc. announced its
preliminary results for the first quarter ended March 31, 2002. Regent expects
reported first quarter 2002 revenue in the $12.9 - $13.0 million range and
broadcast cash flow in the $2.9 - $3.0 million range. The Company had previously
expected to report first quarter 2002 revenue in the $12.8 - $13.1 million range
and broadcast cash flow in the $2.5 - $2.7 million range. On a same station
basis, Regent expects first quarter 2002 revenue to be down approximately 2%.
This compares to previous guidance of same station revenue to be flat to down 5%
in the first quarter of 2002. Regent expects reported earnings per share to be
approximately $0.00 per share. Excluding the gain on sale of WGNA-AM in Albany,
Regent expects a loss per share of $0.01, compared to previous guidance of a
loss of $0.02 per share.
This report includes certain forward-looking statements with respect to
Regent Communications, Inc. for which we claim the protections of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve certain
risks and uncertainties and include statements preceded by, followed by or that
include words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "project" and other similar expressions. Although we believe our
expectations reflected in these forward-looking statements are based on
reasonable assumptions, such statements are influenced by our financial
position, business strategy, budgets, projected costs, and plans and objectives
of management for future operations. Actual results and developments may differ
materially from those conveyed in the forward-looking statements based on
various factors including, but not limited to: changes in economic, business and
market conditions affecting the radio broadcast industry, the markets in which
we operate, and nationally; increased competition for attractive radio
properties and advertising dollars; fluctuations in the cost of operating radio
properties; our ability to manage our growth; our ability to integrate these and
other acquisitions; and changes in the regulatory climate affecting radio
broadcast companies. Further information on other factors that could affect the
financial results of Regent Communications, Inc. is included in Regent's filings
with the Securities and Exchange Commission. These documents are available free
of charge at the Commission's website at http://www.sec.gov and/or from Regent
Communications, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
99.1 Press Release dated April 5, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENT COMMUNICATIONS, INC.
(Registrant)
Date: April 10, 2002 By: ANTHONY A. VASCONCELLOS
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Anthony A. Vasconcellos
Senior Vice President and Chief
Financial Officer
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