UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 30, 2005
---------------------
REGENT COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-15392 31-1492857
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(513) 651-1190
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Acceleration of Vesting of Stock Options. On November 30, 2005, the
Compensation Committee of the Board of Directors of Regent Communications, Inc.
(the "Company") approved the acceleration of the vesting of all outstanding
unvested stock options granted by the Company that were "out-of-the-money" as of
the close of business on November 30, 2005. A stock option was considered to be
"out-of-the-money" if the option exercise price was greater than the closing
price on November 30, 2005 of the Company's common stock as reported on the
NASDAQ National Market.
As a result of the Committee's action, all "out-of-the-money" unvested
stock options became exercisable effective as of the close of business on
November 30, 2005, rather than the later dates when such options would have
vested in the normal course. The table attached as Exhibit 99.1 summarizes the
outstanding stock options held by the Company's chief executive officer, chief
financial officer and all other employees that were accelerated. Other than for
the chief executive officer, no stock options held by the Company's directors
were accelerated.
The decision to accelerate the vesting of these stock options was made
primarily to reduce share-based compensation expense that otherwise likely would
be recorded in future periods following the Company's anticipated adoption in
the first quarter of 2006 of Statement of Financial Accounting Standards No.
123(R) entitled "Share-Based Payment" ("SFAS 123(R)") and to enhance employee
motivation and morale related to holding "out-of-the money" unvested stock
options. On December 16, 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS 123(R) which requires all share-based payments to employees,
including grants of employee stock options, to be valued at fair value on the
date of grant, and to be expensed over the applicable vesting period. SFAS
123(R) will require that compensation expense associated with stock options be
recognized in the income statement of the Company rather than as a footnote
disclosure. The Company must recognize compensation expense related to any
awards that are not fully vested as of the effective date, January 1, 2006. Upon
adoption by the Company, SFAS 123(R) also will apply to options granted on or
after January 1, 2006.
The Company estimates that this action will result in a reduction of
approximately $2.3 million, net of income taxes, in the Company's share-based
compensation expense that likely would have been recorded in future periods.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
------- -----------
99.1 Summary of Stock Options Subject to Accelerated Vesting
2
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.
By: /s/ Anthony A. Vasconcellos
------------------------------
Anthony A. Vasconcellos
Executive Vice President and
Chief Financial Officer
Date: December 6, 2005
3