1
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) - September 3, 1999
REGENT COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-15392 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)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 3, 1999, pursuant to the terms of an Asset Purchase
Agreement dated as of May 18, 1999, Regent Communications, Inc.(the "Company")
(through Regent Broadcasting of Erie, Inc., a wholly-owned subsidiary of the
Company, and its wholly-owned subsidiary, Regent Licensee of Erie, Inc.)
acquired from Media One Group-Erie, Ltd. and Cuzco LLC the FCC licenses and
related assets used in the operation of radio stations WXKC-FM and WRIE-AM
licensed to Erie, Pennsylvania, and WXTA-FM, licensed to Edinboro, Pennsylvania.
The purchase price for these assets was approximately $13.5 million paid in
cash.
The terms of this acquisition were arrived at and agreed upon through
arms' length negotiations between the parties. The Company intends to continue
to use the assets acquired in this acquisition in a manner consistent with their
use prior to their acquisition by the Company.
The sources for the purchase price paid by the Company were as follows:
(a) borrowings in the amount of $7.2 million under the Company's
Credit Agreement with Bank of Montreal, Chicago Branch,
General Electric Capital Corporation and Bank One,
Indianapolis, NA ("Credit Agreement"); and
(b) $6.3 million in additional equity from the sale of the
Company's convertible preferred stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
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) PRO FORMA 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.
3
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: September 29, 1999 By: /s/ Terry S. Jacobs
------------------------
Terry S. Jacobs,
Chairman of the Board and
Chief Executive Officer
4
EXHIBIT INDEX
The following exhibits are filed, or incorporated by reference where
indicated, as part of this Current Report on Form 8-K:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(a) Asset Purchase Agreement dated as of May 18, 1999 among Regent
Broadcasting of Erie, Inc., Regent Licensee of Erie, Inc.,
Media One Group-Erie, Ltd., Cuzco LLC, Thomas J. Embrescia and
James T. Embrescia.
The following schedules and exhibits to the foregoing Asset
Purchase Agreement are omitted as not material; the Company
will furnish supplementally to the Commission upon request a
copy of any omitted schedule or exhibit:
Schedule Description
-------- -----------
1.2.8 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
Exhibit Description
------- -----------
A Form of Indemnification Escrow Agreement
B Form Letter of Credit
C Form of Deposit Escrow Agreement
D Form of Assignment and Assumption Agreement
E Form of Non-Competition Agreement
F Form of Lease Agreement