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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 JUNE 30, 1998
(Date of earliest event reported -- June 15, 1998)
REGENT COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 333-46435 31-1492857
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 EAST RIVERCENTER BOULEVARD
SUITE 180
COVINGTON, KENTUCKY 41011
(Address of principal executive offices)
(606) 292-0030
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 15, 1998, Regent Communications, Inc. (the "Company") acquired
control of 31 radio stations located in California, Arizona, Michigan and Ohio
through acquisitions of assets or stock for cash or by way of merger
transactions. The cash needed for these transactions was provided by bank
financing from the Company's senior credit facility with Bank of Montreal,
Chicago Branch, General Electric Capital Corporation and Bank One, Indianapolis,
NA, and by the proceeds from the sale of shares of the Company's convertible
preferred stock, most of which having full voting rights. Additional shares of
the Company's convertible preferred stock with full voting rights were issued in
the merger transactions.
Prior to these transactions, approximately 51.5% of the Company's
outstanding voting stock was held by Terry S. Jacobs. As a result of these
transactions, Mr. Jacobs now holds approximately 5.8% of the outstanding voting
stock of the Company. The Company's voting stock is now dispersed among numerous
stockholders with no single stockholder holding a majority. The Company's
largest single stockholder is Blue Chip Capital Fund II Limited Partnership
("Blue Chip"), which holds 1,702,718 shares of the Series C Convertible
Preferred Stock of the Company, representing approximately 23% of the Company's
outstanding voting stock. John H. Wyant is a beneficial owner and manager of the
general partner of Blue Chip as well as a beneficial owner and manager of the
general partner of Miami Valley Venture Fund L.P. ("Miami Valley"), which holds
300,479 shares of the Series C Convertible Preferred Stock of the Company. All
of these shares of Series C Convertible Preferred Stock were issued in exchange
for shares of common stock of Faircom Inc. in the merger of Faircom Inc. with
the Company on June 15, 1998. See Item 2 below. The Faircom Inc. common stock
was acquired by Blue Chip and Miami Valley upon conversion prior to the merger
of $7,500,000 in principal amount of subordinated notes of Faircom Inc.
Together, Blue Chip and Miami Valley hold approximately 27% of the Company's
outstanding voting stock.
The Company's next largest stockholder is Waller-Sutton Media Partners,
L.P. ("Waller-Sutton"), which purchased on June 15, 1998 1,000,000 shares of the
Series F Convertible Preferred Stock of the Company for $5,000,000 and acquired
an additional 400,640 shares of the Series C Convertible Preferred Stock of the
Company by having purchased for $1,500,000 certain subordinated notes of Faircom
Inc. which were ultimately converted into the Company's Series C Convertible
Preferred Stock in the merger of Faircom with the Company. See Item 2 below.
Waller-Sutton is managed by Waller-Sutton Management Group, Inc., of which
William H. Ingram is Chairman of the Board of Directors. Mr. Ingram holds
personally 50,000 shares of the Series F Convertible Preferred Stock of the
Company which he acquired on June 15, 1998 at $5.00 per share. These combined
holdings of Waller-Sutton and Mr. Ingram constitute approximately 19.5% of the
outstanding voting shares of the Company, not including warrants held by
Waller-Sutton and Mr. Ingram to purchase a total of 660,000 shares of the
Company's common stock for $5.00 per share. The exercise of these warrants could
increase Waller-Sutton's and Mr. Ingram's combined voting interest in the
Company to approximately 26%. Waller-Sutton and Mr. Ingram have agreed, subject
to certain conditions, to purchase an additional 1,050,000 shares of the Series
F Convertible Preferred Stock of the Company at $5.00 per share to finance
future acquisitions. Should this purchase occur, Waller-Sutton's and Mr.
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Ingram's combined voting interest in the Company, assuming exercise of their
warrants in full, could increase to approximately 30.7%.
In conjunction with these transactions, holders of approximately 82% of
the outstanding voting stock of the Company entered into a Second Amended and
Restated Stockholders' Agreement (the "Stockholders' Agreement") by which the
parties to the Stockholders' Agreement agreed to vote all of their shares for
the election of a specific group of seven individuals (to be identified from
time to time) as the Board of Directors of the Company. Initially, this group
will consist of Terry S. Jacobs, William L. Stakelin, Joel M. Fairman, William
H. Ingram, Richard Patterson, R. Glen Mayfield, and John H. Wyant, and the
voting agreements contained in the Stockholders' Agreement will assure their
election. These voting agreements are to remain in effect until the Company has
completed an underwritten public offering of the Company's common stock at not
less than $12.00 per share (equitably adjusted for any stock splits, reverse
stock splits, or stock dividends) and generating not less than $25,000,000 of
gross proceeds to the Company (excluding the effect of any over-allotment
option).
Under the terms of the Stockholders' Agreement, the Company has agreed
that, for so long as Waller-Sutton and the other purchasers of the Series F
Convertible Preferred Stock of the Company, and their permitted transferees, own
10% or more of the voting stock of the Company, the Company may not take or
permit to occur (and the parties to the Stockholders' Agreement will not consent
to, authorize or vote for) any of the following events or actions, unless such
has been approved in advance, in writing, by Waller-Sutton:
(a) any merger or consolidation of the Company with any other
entity, and any merger or consolidation of any subsidiary of the Company with
any other entity other than the Company or another wholly-owned subsidiary of
the Company;
(b) the purchase or lease by the Company or any subsidiary
thereof of any business or assets, other than the purchase or lease of assets in
the ordinary course of business (not to include the purchase or lease of any
radio broadcasting station or Federal Communications Commission ("FCC")
license), or the execution of any agreement providing for the purchase, lease,
construction or management of or in respect of radio broadcasting stations
(including time brokerage agreements and local marketing agreements and the
like);
(c) the sale of any assets of the Company or any subsidiary
thereof, or the execution of any agreement in respect thereof (other than the
sale of advertising time and excess or obsolete furniture, fixtures or equipment
in the ordinary course of business);
(d) the issuance or sale of any equity or debt securities of
the Company or any subsidiary thereof or any rights to acquire any of such
equity or debt securities (including options and warrants) or the issuance or
sale of stock appreciation or other "phantom" stock rights, other than permitted
issuances pursuant to existing agreements, or the execution of any agreements in
respect thereof;
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(e) the incurrence or assumption of any indebtedness for
borrowed money, secured by a lien, or pursuant to guaranties by the Company or
any subsidiary thereof, other than indebtedness permitted under the Company's
current senior debt facility;
(f) any change of control of the Company;
(g) any amendment to the Company's 1998 Management Stock
Option Plan or the adoption of any other stock option, stock purchase or
restricted stock appreciation right plan;
(h) any amendment to the Amended and Restated Certificate of
Incorporation or By-Laws of the Company;
(i) the execution by the Company or any party to the
Stockholders' Agreement of any voting, voting trust, registration rights or
stockholders agreements with respect to the Company or any of its shares of
capital stock (other than the Stockholders' Agreement and a Registration Rights
Agreement of even date therewith); or
(j) the execution by the Company of any contract or agreement
for the construction or management of radio stations.
The Stockholders' Agreement also provides for the obligation of the
Company to repurchase shares of the Company's convertible preferred stock held
by the parties to the Stockholders' Agreement after five years from date of
issuance if Waller-Sutton requests that the Company repurchase the Eligible Put
Shares (as defined therein) held by Waller-Sutton. In the event the Company
should fail to repurchase such shares within the time requirements set forth in
the Stockholders' Agreement (from a minimum of six months to as long as one
year, depending on the circumstances), Waller-Sutton would have the right under
the Stockholders' Agreement to require the election of such additional designees
of Waller-Sutton to the Board of Directors of the Company such that, after
giving effect thereto, the designees of Waller-Sutton elected to the Board under
the terms of the Stockholders' Agreement would constitute a majority of the
members of the Board. The exercise of such "put" rights could likely result in a
change of control of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 15, 1998, the Company consummated the following acquisitions:
1. The Company acquired all of the outstanding capital stock of Faircom
Inc., a Delaware corporation ("Faircom"), which, through its wholly-owned
subsidiaries, owns radio stations WFNT(AM) and WCRZ(FM) in Flint, Michigan;
WWBN(FM) in Tuscola, Michigan, a community north of Flint; WMAN(AM) and WYHT(FM)
in Mansfield, Ohio and WSWR(FM) in Shelby, Ohio, adjoining Mansfield. The
acquisition was accomplished by a merger of Faircom with and into Regent Merger
Corp., a wholly-owned subsidiary of the Company. The consideration paid to the
Faircom stockholders for the Faircom stock was 3,720,796 shares of the Company's
Series C Convertible Preferred Stock (stated value $5.00 per share). Options
outstanding at the time of the merger for the purchase of shares of Faircom's
common stock were
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converted at the time of the merger into options for the purchase, on equivalent
terms, of 274,045 shares of Regent's Series C Convertible Preferred Stock. Upon
consummation of the merger, Joel M. Fairman, President of Faircom, became a Vice
Chairman and a Director of the Company, and the Company entered into an
agreement with Mr. Fairman providing for a two-year employment period and a
one-year consulting period, with annual compensation of $190,000, discretionary
annual bonuses, discretionary stock option awards, ownership of a term life
insurance policy paid for by the Company, an automobile allowance and certain
other benefits. John H. Wyant, an affiliate of Faircom's largest stockholder at
the time of the merger, became a director of the Company upon consummation of
the merger.
2. The Company acquired all of the outstanding capital stock of The
Park Lane Group, a California corporation which, through its wholly-owned
subsidiaries, owns radio stations KQMS(AM) and KSHA(FM) in Redding, California;
KPPL(FM), KFMF(FM) and KALF(FM) in Chico, California; KVOY(AM) and KTPI(FM) in
Palmdale, California; KROY(AM) and KATJ(FM) in Victorville, California; KAAA(AM)
and KZZZ(FM) in Kingman, Arizona; KOWL(AM) and KRLT(FM) in Lake Tahoe,
California; and KVNA(AM), KVNA(FM) and KZGL(FM) in Flagstaff, Arizona. The
purchase price for the stock was $17,467,737, paid in cash to the stockholders
of The Park Lane Group. In addition, at the time of the acquisition, the Company
entered into a one-year Consulting and Non-Competition Agreement with James H.
Levy, the President of The Park Lane Group, providing for the payment of a
consulting fee of $200,000 to Mr. Levy.
3. The Company acquired all of the outstanding capital stock of Alta
California Broadcasting, Inc. ("Alta") by virtue of a merger of Alta with and
into Regent Acquisition Corp., a wholly-owned subsidiary of the Company. The
purchase price for the stock was $2,000,000, paid in the form of $1,000,000 in
cash and 200,000 shares of the Company's Series E Convertible Preferred Stock
(stated value $5.00 per share). Of the 200,000 shares of Series E Convertible
Preferred Stock, 194,750 shares were issued to the seller, Redwood Broadcasting,
Inc.(of which 20,000 shares are currently being held in escrow pursuant to an
indemnification agreement between the Company and the seller), and 5,250 shares
were issued to Miller Capital Corp. as partial payment of commissions due and
payable to it by the seller. Prior to the merger, Alta was the owner, operator
and licensee of radio station KDRG(FM) in Shingleton, California and, through
its subsidiary, Northern California Broadcasting, Inc., KNNN(FM) in Central
Valley, California. Prior to the merger, Alta also acquired from Power Surge,
Inc., an affiliate of Alta, all of the assets used in the operation of radio
stations KRRX(FM) (formerly KARZ(FM)) in Burney, California and KNRO(AM) in
Redding, California.
4. The Company (through Regent Broadcasting of Kingman, Inc., a
wholly-owned subsidiary of the Company, and its wholly-owned subsidiary, Regent
Licensee of Kingman, Inc.) acquired from Continental Radio Broadcasting, L.L.C.
the FCC licenses and related assets used in the operation of radio stations
KFLG-AM and KFLG-FM in Bullhead City, Arizona. The purchase price for these
assets (other than the accounts receivable) was approximately $3,622,000 in
cash. The Company separately acquired the accounts receivable of these stations
for an additional cash purchase price of approximately $130,000.
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5. The Company acquired all of the outstanding capital stock of Topaz
Broadcasting, Inc. ("Topaz") by virtue of a merger of Topaz with and into Regent
Broadcasting of Victorville, Inc., a wholly-owned subsidiary of the Company
("Regent-Victorville"). Immediately following the merger, Regent-Victorville
acquired the assets used in the operation of radio station KIXA(FM) in Lucerne
Valley, California pursuant to an Asset Purchase Agreement between Topaz and
RASA Communications Corp. The consideration paid for the Topaz stock was 242,592
shares of the Company's Series E Convertible Preferred Stock (stated value $5.00
per share).
6. The Company acquired, through Regent Broadcasting of Victorville,
Inc., a wholly-owned subsidiary of the Company, and Regent Licensee of
Victorville, Inc., its wholly-owned subsidiary, the FCC licenses and related
assets used in the operation of radio stations KIXW(AM) and KZXY(FM) in Apple
Valley, California. The purchase price for these stations was $5,995,500 in
cash.
The terms of each of the foregoing acquisitions were arrived at and
agreed upon through arms' length negotiations between the parties. The Company
intends to continue to use the assets acquired in the foregoing acquisitions in
a manner consistent with their use prior to their acquisition by the Company.
The sources for the cash portion of the consideration paid by the
Company in the foregoing transactions, aggregating approximately $53,030,000
(including approximately $4,000,000 of transaction costs) were $34,400,000
borrowed under the Company's Credit Agreement with Bank of Montreal, Chicago
Branch, General Electric Capital Corporation and Bank One, Indianapolis, NA
("Credit Agreement"), $18,250,000 in additional equity from the sale of the
Company's convertible preferred stock, and approximately $380,000 of Company
funds. See Item 5 below.
ITEM 5. OTHER EVENTS.
New Debt
In order to finance the foregoing acquisitions and to provide
additional working capital, the Company borrowed $34,400,000 under its Credit
Agreement on June 15, 1998.
Additional Equity Capitalization.
On June 15, 1998, the Company issued additional equity as follows, the
proceeds of which were used to fund the Company's acquisitions completed on that
date:
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1. The Company issued to the purchasers set forth below a total of
2,050,000 shares of its Series F Convertible Preferred Stock at a purchase price
of $5.00 per share, and in conjunction therewith, issued to such purchasers
warrants to purchase a total of 860,000 shares of the Company's Common Stock at
$5.00 per share.
Number of Shares Number of Warrants
Name of Purchaser Purchased Received
Waller-Sutton Media Partners, L.P. 1,000,000 650,000
WPG Corporate Development
Associates V, L.P. 562,900 112,580
WPG Corporate Development
Associates (Overseas) V, L.P. 87,100 17,420
General Electric Capital Corporation 250,000 50,000
River Cities Capital Fund Limited
Partnership 100,000 20,000
William H. Ingram 50,000 10,000
These purchasers also have committed to purchase, on a pro rata basis, an
additional 2,050,000 shares of the Company's Series F Convertible Preferred
Stock at $5.00 per share to fund future acquisitions by the Company.
In addition, Waller-Sutton purchased $1,500,000 of certain Class A and
Class B Faircom Subordinated Notes from Blue Chip and Miami Valley, which were
converted into shares of Faircom's common stock and then exchanged in the merger
of Faircom and Regent Merger Corp. for 400,640 shares of the Company's Series C
Convertible Preferred Stock.
2. General Electric Capital Corporation ("GE Capital") paid $3,900,000
cash to complete its purchase of shares of the Company's Series B Senior
Convertible Preferred Stock, pursuant to the terms of its Stock Purchase
Agreement and Promissory Note dated December 8, 1997. In addition, the Company
issued to GE Capital a warrant to purchase 50,000 shares of the Company's Common
Stock at $5.00 per share.
3. BMO Financial, Inc. paid $3,900,000 cash for 780,000 shares of the
Company's Series D Convertible Preferred Stock.
4. William L. Stakelin, a member of the Company's Board of Directors,
as well as its President, Chief Operating Officer and Secretary, purchased
20,000 shares of the Company's Series A Convertible Preferred Stock at a
purchase price of $5.00 per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Pursuant to generally accepted accounting principles, Faircom
Inc. was deemed the "accounting acquirer" in the merger that was consummated on
June 15, 1998 between Faircom
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Inc. and the Company and, thus, the historical financial statements of Faircom
Inc. have become the historical financial statements of the Company. The Form
10-K of Faircom Inc. for the year ended December 31, 1997 and the 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 March 30, 1998
and May 14, 1998, respectively, are incorporated herein by this reference.
The Company is not filing the financial statements required by
this Item 7(a) with this initial report. The Company intends to file such
financial statements by amendment not later than 60 days after the date that the
initial report on Form 8-K must be filed.
(b) PROFORMA FINANCIAL INFORMATION.
The Company is not filing the pro forma financial information
required by this Item 7(b) with this initial report. The Company intends to file
such pro forma financial information by amendment not later than 60 days after
the date that the initial report on Form 8-K must be filed.
(c) EXHIBITS.
The Exhibit Index following the signature page hereof constitutes a
list of all Exhibits filed with or incorporated by reference in this Form 8-K.
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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.
Date: June 30, 1998 By: /s/ TERRY S. JACOBS
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Terry S. Jacobs, Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
The following exhibits are filed, or incorporated by reference where
indicated, as part of this Current Report of Form 8-K:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(a)* Agreement of Merger among Faircom Inc., Regent Merger Corp.,
Regent Communications, Inc., Blue Chip Capital Fund II Limited
Partnership and Miami Valley Venture Fund L.P. dated as of
December 5, 1997, as amended (previously filed as Exhibit 2(a)
to the Registrant's Form S-4 Registration Statement No.
333-46435 effective May 7, 1998 and incorporated herein by
this reference).
The following exhibits to the foregoing Agreement of Merger
are omitted as not material; the Company will furnish
supplementally a copy of any omitted schedule to the
Commission upon request:
Exhibit Description
------- -----------
1(j) Faircom Licenses
1(k) Faircom Senior Debt
1(x) Form of Amended and Restated Certificate of Incorporation of Regent
Communications, Inc.
1(bb) Regent Licenses
1(ff) Regent Subsidiaries
4(a) Certificate of Incorporation of Subsidiary
4(b) By-Laws of Subsidiary
10(a) Form of Regent Option Agreement
12B Rule 145 Letter
13(b)(3) Form of Redemption and Warrant Agreement
21(a) Capital Stock of Faircom Subsidiaries
21(b) Faircom Options
21(f) Faircom Affiliates
21(g) Rights to Acquire Securities (Faircom)
21(i) Title to Faircom Broadcast Assets
21(k-1) Faircom Contracts
21(m-1) Faircom Key Employees
21(m-2) Faircom Accounts and Safe Deposit Boxes
21(o) Faircom Related Transactions
21(p) Faircom Taxes
21(q) Faircom Employee Benefit Plans
21(r) Faircom Compliance with Commission Regulations
21(s) Faircom Tangible Personal Property
21(t) Faircom Real Property
21(u) Faircom Environmental
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Exhibit Description
------- -----------
21(v) Faircom Insurance
21(bb) Faircom Litigation
21(ee) Faircom Intellectual Property
21(hh) Certain Changes (Faircom)
21(ii) Faircom Personnel
21(kk) Faircom Outstanding Debt
22(a) Information Regarding Regent Subsidiaries
22(f) Regent Affiliates
22(g) Rights to Acquire Securities (Regent)
22(i) Title to Regent Assets
22(k-1) Regent Contracts
22(m-1) Regent Key Employees
22(o) Regent Related Transactions
22(p) Regent Taxes
22(q) Regent Employee Benefit Plans
22(r) Regent Compliance with Commission Regulations
22(s) Regent Tangible Personal Property
22(t) Regent Real Property
22(u) Regent Environmental
22(v) Regent Insurance
22(bb) Regent Litigation
22(dd) Regent Required Consents
22(ee) Regent Intellectual Property
22(hh) Certain Changes (Regent)
22(ii) Regent Personnel
22(kk) Regent Outstanding Debt
22(ll) Exceptions to Negative Covenants
27c) Form of Opinion of Fulbright & Jaworski L.L.P.
28(b) Form of Opinion of Strauss & Troy
34 Form of Employment Agreement
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(b)* Agreement of Merger dated as of December 17, 1997 among Regent
Communications, Inc., Regent Broadcasting of Victorville, Inc.
and Topaz Broadcasting, Inc. (previously filed as Exhibit 2(b)
to the Registrant's Form S-4 Registration Statement No.
333-46435 effective May 7, 1998 and incorporated herein by
this reference).
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The following schedules to the foregoing Agreement of Merger
are omitted as not material; the Company will furnish
supplementally a copy of any omitted schedule to the
Commission upon request:
Schedule Description
1(c)(ix) Excluded Assets
1(f) Attributes of Series E Preferred Stock
20(f) Interests in Other Businesses
20(g) Rights to Acquire Securities
20(j) Financials
20(k-1) Contracts
20(k-2) Trade Agreements
20(m-1) Employees with Annual Compensation over
$20,000
20(m-2) Topaz Bank Accounts
20(o) Debts and Obligations to Stockholder
20(p) Tax Exceptions
20(q) Employee Benefit Plans and Other
Arrangement
20(s) Tangible Personal Property
20(t) Environmental
20(u) Insurance
20(v) Compliance with Law
20(z) Litigation
20(cc) Intellectual Property
20(ff) Employees
20(gg) Debt of Topaz
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(c)* Asset Purchase Agreement dated December 17, 1997 between
Regent Broadcasting of Victorville, Inc. and Ruby
Broadcasting, Inc. (previously filed as Exhibit 2(c) to the
Registrant's Form S-4 Registration Statement No. 333-46435
effective May 7, 1998 and incorporated herein by this
reference).
The following schedules to the foregoing Asset Purchase
Agreement are omitted as not material; the Company will
furnish supplementally a copy of any omitted schedule to the
Commission upon request:
Schedule Description
1.2.9 Miscellaneous Excluded Assets
7.4 FCC Licenses and Exceptions
7.7 Personal Property
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Schedule Description
7.8 Leases and Real Property Exceptions
7.9 Assumed Contracts
7.11 Environmental Matters
7.12 Intellectual Property
7.13 Financial Statements
7.14 Employees
7.15 Litigation
7.16 Compliance with Law
7.17 Employee Benefit Plans and Other Arrangements
7.19 Changes Not in the Ordinary Course
A Deposit Escrow Agreement
B Time Brokerage Agreement
C Assignment and Assumption Agreement
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(d)* Asset Purchase Agreement dated December 9, 1997 between Regent
Broadcasting of Kingman, Inc. and Continental Radio
Broadcasting, L.L.C. (previously filed as Exhibit 2(d) to the
Registrant's Form S-4 Registration Statement No. 333-46435
effective May 7, 1998 and incorporated herein by this
reference).
The following schedules and exhibits to the foregoing Asset
Purchase Agreement are omitted as not material; the Company
will furnish supplementally a copy of any omitted schedule to
the Commission upon request:
Schedule Description
1.2.9 Miscellaneous Excluded Assets
7.4 Stations Licenses, Etc.
7.7 Tangible Personal Property
7.8 Real Property
7.9 Contracts (including identification
of Material Contracts)
7.11 Environmental Matters
7.12 Intellectual Property
7.13 Financial Statements
7.14 Personnel Information
7.15 Litigation
7.16 Compliance With Laws
7.17 Employee Benefit Plans
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Exhibit Description
A Indemnification Escrow Agreement
B Deposit Escrow Agreement
C Agreement re Allocation of Purchase Price
D Assignment and Assumption Agreement
E Opinion of Seller's Corporate Counsel
F Opinion of Seller's FCC Counsel
G Opinion of Buyer's Counsel
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(e)* Stock Purchase Agreement dated as of June 16, 1997 among
Regent Communications, Inc. and the shareholders of The Park
Lane Group, as amended (previously filed as Exhibit 2(e) to
the Registrant's Form S-4 Registration Statement No. 333-46435
effective May 7, 1998 and incorporated herein by this
reference).
The following exhibits to the foregoing Stock Purchase
Agreement are omitted as not material; the Company will
furnish supplementally a copy of any omitted schedule to the
Commission upon request:
Exhibit Description
A Deposit Escrow Agreement
C Opinion of Counsel for Sellers
D Form of FCC Opinion
E Opinion of Counsel for Buyer
F Consulting and Non-Competition Agreement
G Time Brokerage Agreement
H Required Consents
2(f)* Agreement of Merger among Alta California Broadcasting, Inc.,
Regent Acquisition Corp. and Regent Communications, Inc. dated
October 10, 1997 (previously filed as Exhibit 2(f) to the
Registrant's Form S-4 Registration Statement No. 333-46435
effective May 7, 1998 and incorporated herein by this
reference).
The following exhibits to the foregoing Agreement of Merger
are omitted as not material; the Company will furnish
supplementally a copy of any omitted schedule to the
Commission upon request:
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Exhibit Description
1(c)(x) Exceptions to Broadcast Assets
1(d) Consolidated 1997 Budget Projections
1(k) Licenses
20(f) Affiliates of Alta
20(g) Exceptions to Rights to Acquire Securities
20(i) Exceptions to Title to Broadcast Assets
20(k-1) List of Contracts Relative to the Stations
20(k-2) List of Balances of Trade Accounts
20(k-3) Percentages
20(m-1) Employees exceeding $20,000
20(m-2) Bank Accounts of Alta
20(o) Related Transactions
20(p) Taxes
20(q) Employee Benefit Plans
20(x) Compliance with FCC Regulations
20(s) Personal Property
20(t) Real Property
20(u) Environmental Matters
20(v) Insurance
20(bb) Litigation
20(ee) Intellectual Property
20(ii) Personnel Information
20(jj) Outstanding Debt
20(kk) Certain Negative Convenants
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
4(a) Amended and Restated Certificate of Incorporation of Regent
Communications, Inc.
4(b)* Amended and Restated By-Laws of Regent Communications, Inc.
(previously filed as Exhibit 3(b) to the Registrant's Form S-4
Registration Statement No. 333-46435 effective May 7, 1998 and
incorporated herein by this reference).
4(c) Second Amended and Restated Stockholders' Agreement dated as
of June 15, 1998 among Regent Communications, Inc., Terry S.
Jacobs, William L. Stakelin, Waller-Sutton Media Partners,
L.P., William H. Ingram, WGP Corporate Development Associates
V, L.P., WGP Corporate Development Associates (Overseas) V,
L.P., River Cities Capital Fund Limited Partnership, BMO
Financial, Inc., General Electric Capital Corporation, Joel M.
Fairman, Miami Valley Venture Fund II Limited Partnership, and
Blue Chip Capital Fund II Limited Partnership (excluding
exhibits not deemed material or filed separately in executed
form).
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
4(d) Stock Purchase Agreement dated June 15, 1998 among Regent
Communications, Inc., Waller-Sutton Media Partners, L.P., WPG
Corporate Development Associates V, L.P., WPG Corporate
Development Associates (Overseas) V, L.P., General Electric
Capital Corporation, River Cites Capital Fund Limited
Partnership and William H. Ingram (excluding exhibits not
deemed material or filed separately in executed form).
4(e) Registration Rights Agreement dated June 15, 1998 among Regent
Communications, Inc., PNC Bank, N.A., Trustee, Waller-Sutton
Media Partners, L.P., WPG Corporate Development Associates V,
L.P., 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).
4(f) Warrant for the Purchase of 650,000 Shares of Common Stock
issued by Regent Communications, Inc. to Waller-Sutton Media
Partners, L.P. dated June 15, 1998 (See Note 1 below).
4(g) Warrant for the Purchase of 50,000 Shares of Common Stock
issued by Regent Communications, Inc. to General Electric
Capital Corporation dated June 15, 1998.
4(h) Agreement to Issue Warrant dated as of June 15, 1998 between
Regent Communications, Inc. and General Electric Capital
Corporation (excluding exhibits not deemed material or filed
separately in executed form).
20(a) Form 10-K of Faircom Inc. for the year ended December 31,
1997, including all exhibits thereto, as filed with the
Securities and Exchange Commission on March 30, 1998.
20(b) 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.
20(c) Executive Employment Agreement dated June 15, 1998 between
Regent Communications, Inc. and Joel M. Fairman (excluding
exhibits not deemed material or filed separately in
executed form).
20(d) Consulting and Non-Competition Agreement between Regent
Communications, Inc. and James H. Levy.
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17
*Incorporated by reference.
Notes:
1. Six substantially identical Warrants for the purchase of shares of
Registrant's common stock were issued as follows:
Waller-Sutton Media Partners, L.P. 650,000
WPG Corporate Development Associates V, L.P. 112,580
WPG Corporate Development Associates (Overseas) V, L.P. 17,420
General Electric Capital Corporation 50,000
River Cites Capital Fund Limited Partnership 20,000
William H. Ingram 10,000
E-8