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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________________
Commission file number 333-46435
REGENT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1492857
(State or other jurisdiction of (I.R.S. Employer
in corporation or organization) Identification No.)
50 East RiverCenter Boulevard
Suite 180
Covington, Kentucky 41011
(Address of principal executive offices)
(Zip Code)
(606) 292-0030
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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Indicate the number of shares outstanding of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock - $.01 Par Value - 240,000 shares as of June 15, 1998.
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Part I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
On June 15, 1998, a merger was consummated between Regent
Communications, Inc. (the "Company") and Faircom Inc. ("Faircom"), pursuant to
which Faircom became a wholly-owned subsidiary of the Company. This merger was
accounted for as a "reverse acquisition." Pursuant to generally accepted
accounting principles, Faircom was deemed the "accounting acquiror," and the
historical financial statements of Faircom have become the historical financial
statements of the Company. The Form 10-Q of Faircom for the quarter ended March
31, 1998, including all exhibits thereto, as filed with the Securities and
Exchange Commission on May 14, 1998, is incorporated herein by this reference in
satisfaction of the requirements of Items 1 and 2 of Part I of this Form 10-Q of
the Company.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
A special joint meeting of the stockholders and directors of the
Company was held on February 16, 1998. The following matters were submitted to
and approved unanimously by the stockholders of the Company at that meeting:
(a) approval of the First Amendment to the Stock Purchase Agreement
between the Company and the stockholders of The Park Lane Group, which extended
the closing date for the consummation of the transactions contemplated by such
Stock Purchase Agreement;
(b) approval of federal and state securities law compliance matters in
connection with consummation of the Agreement of Merger between the Company and
Faircom;
(c) approval of Employment Agreements between the Company and each of
Terry S. Jacobs and William L. Stakelin;
(d) approval of the 1997 Regent Communications, Inc. Management Stock
Option Plan, providing for the issuance of up to 2,000,000 shares of the
Company's common stock to key employees of the Company;
(e) approval of the Regent Communications, Inc. Faircom Conversion
Stock Option Plan, providing for the conversion of outstanding options for the
purchase of Faircom common stock into options to purchase the common stock of
the Company on substantially equivalent terms as part of the merger with
Faircom;
(f) approval of Amended and Restated By-Laws of the Company, amending
the indemnification provisions thereof to be consistent with those contained in
the Company's Certificate of Incorporation; and
(g) designation of 300,000 additional authorized shares of the
Company's Series C Preferred Stock.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 13 Form 10-Q of Faircom Inc. for the quarter ended March 31, 1998,
including all exhibits thereto, as filed with the Securities and Exchange
Commission on May 14, 1998, incorporated by reference into Part I, Items 1 and 2
of this Form 10-Q, is filed as Exhibit 13 hereto.
Exhibit 27 Financial Data Schedule (Incorporated by reference, and filed
herewith as a part of Exhibit 13 hereto).
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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 thereunto duly authorized.
REGENT COMMUNICATIONS, INC.
By: /s/ Matthew A. Yeoman
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Name: Matthew A. Yeoman
Its: Vice President - Finance
(Chief Accounting Officer)
DATE: June 25, 1998
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Exhibit Index
Regent Communications, Inc.
Form 10-Q
For the Quarter Ended March 31, 1998
Exhibit 13 - Form 10-Q of Faircom Inc. for the quarter ended March 31, 1998,
including all exhibits thereto, as filed with the Securities and
Exchange Commission on May 14, 1998.
Exhibit 27 - Financial Data Schedule (Incorporated by reference, and filed
herewith as a part of Exhibit 13 hereto).