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): August 27, 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 August 27, 2002, Regent Communications, Inc. received final approval
from the bankruptcy court for the acquisition of 12 radio stations from Brill
Media Company LLC and related debtor entities. The stations to be acquired and
the markets they serve are as follows:
- WIOV-FM and WIOV-AM, serving the Lancaster-Reading, Pennsylvania
market
- WBKR-FM, WKDQ-FM and WOMI-AM, serving the Evansville, Indiana and
Owensboro, Kentucky markets
- KTRR-FM, KUAD-FM and a construction permit for an FM station, serving
the Ft. Collins-Greeley, Colorado market
- KKCB-FM, KLDJ-FM, KBMX-FM and WEBC-AM, serving the Duluth, Minnesota
market
The purchase price of these assets is approximately $62 million. Regent will pay
up to one-half of the acquisition price in shares of its common stock based on a
per share price equal to the average daily closing price for the ten consecutive
trading days ending on the second trading day immediately preceding the closing
date. In the event that the per share price calculated for such period is less
than $7.50, Regent may, in its sole discretion, substitute cash for any or all
of such stock consideration. The non-stock portion of the purchase price will be
paid in cash, and in no event will be less than $31 million. Regent expects to
fund the cash portion of the purchase price with available borrowings under its
credit facility.
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 issued by Regent Communications,
Inc., dated August 27, 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: September 10, 2002 By: /s/ Anthony A. Vasconcellos
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Anthony A. Vasconcellos
Senior Vice President and Chief
Financial Officer
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