##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007 or
 o
    
    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 0-15392
 REGENT COMMUNICATIONS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    31-1492857
(I.R.S. Employer
Identification No.)
 
  
 
 
   o þ
  o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ




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##### 



Explanatory Note
    ELECTION OF DIRECTORS
 Size of the Board of Directors
  Procedures for Nomination of Director Candidates
    -1-




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##### 



Considerations in Evaluating Candidates for Directors
  Nominees for Directors to be Elected at Annual Meeting
   -2-




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##### 



Information Regarding Director Nominees
 JOHN J. AHN
  JOHN F. DELORENZO
  ANDREW L. LEWIS, IV
  TIMOTHY M. MOONEY
  -3-




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##### 



WILLIAM L. STAKELIN
  WILLIAM P. SUTTER, JR.
  JOHN H. WYANT
   Determination of Independence
  -4-




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##### 



EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionWilliam L. Stakelin
    
    
    65
    
    
    President and Chief Executive OfficerAnthony A. Vasconcellos
    
    
    43
    
    
    Executive Vice President and
Chief Financial Officer
  Anthony A. Vasconcellos
 SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
   CODE OF BUSINESS CONDUCT AND ETHICS
  -5-




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##### 



www.regentcomm.com
 Determination of Independence
  Audit Committee
   COMPENSATION DISCUSSION AND ANALYSIS
 Corporate Governance
   
    
    Oversee the Companys overall compensation policies and the application of
those policies;
    
    Determine the compensation of the Companys chief executive officer (CEO) and
the Companys other executive officers, including but not limited to the Companys
chief operating officer and chief financial officer, such compensation to include
salary, bonus, incentive awards and all other compensatory
 -6-




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##### 



arrangements or
benefits to be provided to the CEO and other executive officers from time to time;
 
    
    Oversee managements determination of salaries, bonuses and other elements of
compensation provided to the Companys non-executive officers and other employees;
    
    Determine stock option and other incentive grants to the Companys
non-executive officers and other employees; and
    
    Prepare the annual report on executive compensation for inclusion in the
Companys Proxy Statement.
 www.regentcomm.com
 The Committees Objectives For Setting Executive Compensation
  
    
    offering competitive salaries to attract and retain highly-qualified and
experienced executives, at levels the Committee believes are appropriate for the
duties and scope of responsibilities of each executive officers position;
    
    providing annual incentive compensation that is tied to the performance of the
Company and to the performance of the individual executive; and
    
    ensuring that the financial interests of the executives are aligned with those of
the stockholders through equity-based awards.
   -7-




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##### 



The Compensation Committees Process
   The Role of Executives in Establishing Compensation
     -8-




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##### 



Details of Executive Compensation for 2007
    2007 Base Salary .
 2007 Annual Incentive Compensation .
 -9-




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##### 



-10-




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##### 



2007 Equity Awards .
    New Executive Employment Agreements
  -11-




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##### 




    
    to extend the term of the employment period for both Messrs. Stakelin and
Vasconcellos by an additional year through December 31, 2009;
    
    to revise the change of control provisions of the employment agreements so that the
compensation payable to the Companys key executives is essentially the same
regardless of whatever strategic initiatives that the Company may undertake in the
future, thereby helping to ensure that Messrs. Stakelin and Vasconcellos are
incentivized to lead the Company through any such initiative that may be undertaken;
and
    
    to make necessary revisions to satisfy the requirements of Sections 409A and 280G
of the Internal Revenue Code while at the same time ensuring that the Committees
intent regarding severance payments is accomplished.
  2008 Base Salary
 2008 Annual Incentive Compensation .
 2008 Equity Awards.
 Elements of Post-Termination Compensation
  -12-




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##### 



-13-




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##### 



Regulatory Considerations
 Section 162(m) .
 Nonqualified Deferred Compensation .
 Other Benefits
   -14-




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##### 



EXECUTIVE COMPENSATION
  Summary Compensation Table
 Change inPension ValueandNon-Equity
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus(1)
    
    Awards(3)
    
    Awards
    
    Compensation(1)
    
    Compensation
    
    Compensation(2)
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)William L. Stakelin,
President and Chief
Executive
Officer2007
    
    
    $
    351,639
    
    
    $
    140,656
    
    
    $
    141,563
    
    
    $
    0
    
    
    $
    102,679
    
    
    $
    0
    
    
    $
    22,742
    
    
    $
    759,2792006
    
    
    $
    341,397
    
    
    $
    136,559
    
    
    $
    88,875
    
    
    $
    0
    
    
    $
    81,935
    
    
    $
    0
    
    
    $
    20,010
    
    
    $
    668,776Anthony A.
Vasconcellos,
Executive Vice
President and Chief
Financial Officer2007
    
    
    $
    266,255
    
    
    $
    106,502
    
    
    $
    94,375
    
    
    $
    0
    
    
    $
    77,746
    
    
    $
    0
    
    
    $
    17,205
    
    
    $
    562,0832006
    
    
    $
    258,500
    
    
    $
    103,400
    
    
    $
    59,250
    
    
    $
    0
    
    
    $
    62,040
    
    
    $
    0
    
    
    $
    15,281
    
    
    $
    498,471
 
 (1)
    
    The Companys Senior Management Bonus Plan provides for potential compensation to
each Named Executive of up to 80% of his annual base salary. One-half of the potential compensation
(40% of the Named Executives base salary) is based upon the executives personal performance for
the fiscal year and has been included in the bonus column. For the 2007 fiscal year, each Named
Executive was awarded 100% of the personal performance component under the Senior Management Bonus
Plan. This portion of the award was paid 70% in cash and 30% in shares of Regent common stock. For
the 2006 fiscal year, each Named Executive was awarded 100% of the personal performance component
under the Senior Management Bonus Plan, which amount was paid entirely in cash. The remaining
one-half of potential compensation (40% of the Named Executives base salary) is awarded based upon
the Companys financial performance for the fiscal year. For the 2007 fiscal year, each Named
Executive was awarded 73% of his total potential compensation under the financial component of the
Senior Management Bonus Plan, which amounted for each Named Executive to approximately 29% of his
base salary and was paid entirely in cash. For the 2006 fiscal year, each Named Executive was
awarded 60% of his total potential compensation under the financial component of the Senior
Management Bonus Plan, which amounted for each Named Executive to 24% of his base salary.(2)
    
    All Other Compensation consists of auto allowances and insurance, employer match
under the Companys 401(k) Profit Sharing and Deferred Compensation Plans, and employer-paid
premiums for medical and dental insurance.(3)
    
    These amounts represent the compensation recognized by the Company in accordance
with Statement of Financial Accounting Standards No. 123(R), Share-Based Payment.The value of each
nonvested share is based upon the closing price of the Companys common stock on the Nasdaq Global
Market (or its predecessor, the Nasdaq National Market) on the date of grant. The nonvested shares
vest ratably over a four-year period commencing one year from the date of grant. For Mr. Stakelin,
the amounts include one-quarter of the January 3, 2006 grant of 75,000 shares at a grant date fair
value of $4.74 per share, and one-quarter of the January 3, 2007 grant of 75,000 shares at a grant
date fair value of $2.81 per share. For Mr. Vasconcellos, the amounts include one-quarter of the
January 3, 2006 grant of 50,000 shares at a grant date fair value of $4.74 per share, and
one-quarter of the January 3, 2007 grant of 50,000 shares at a grant date fair value of $2.81 per
share. -15-




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##### 



2007 Grants Of Plan-Based Awards
 AllOtherStockAwards:
    
    All OtherNumber
    
    Optionof
    
    Awards:
    
    ExerciseShares
    
    Number of
    
    or BaseEstimated Future Payouts Under
    
    Estimated Future Payouts Under
    
    of Stock
    
    Securities
    
    Price ofNon-Equity Incentive Plan Awards
    
    Equity Incentive Plan Awards
    
    or
    
    Underlying
    
    OptionGrant
    
    Threshold
    
    Target(1)
    
    Maximum(2)
    
    Threshold
    
    Target
    
    Maximum
    
    Units(3)
    
    Options
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($)William L. StakelinNonvested
stock award
    
    
    1/03/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    0
    
    
    $
    0Non-equity
incentive
plan
    
    
    
    
    
    $
    1,407
    
    
    $
    140,656
    
    
    $
    140,656
    
    
    
    0
    
    
    
    0
    
    
    
    0Anthony A.
VasconcellosNonvested
stock award
    
    
    1/03/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    0
    
    
    $
    0Non-equity
incentive
plan
    
    
    
    
    
    $
    1,065
    
    
    $
    106,502
    
    
    $
    106,502
    
    
    
    0
    
    
    
    0
    
    
    
    0
 
 (1)
    
    The actual amounts paid for 2007 performance under the Non-Equity Incentive Plan
Awards were those amounts included under such caption in the Summary Compensation Table for
2007.(2)
    
    The Compensation Committee has discretion to increase the maximum amount
paid under the plan in the event the Company exceeds the targeted amount.(3)
    
    The nonvested shares vest in four equal annual installments commencing one
year from January 3, 2007, the date of grant.  -16-




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##### 



Outstanding Equity Awards At 2007 Fiscal Year-End
  Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards:Option Awards
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    Number
    
    
    
    
    
    of
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    of
    
    Market
    
    Unearned
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    Shares
    
    Value of
    
    Shares,
    
    Shares,Number of
    
    
    
    
    
    
    
    
    
    or Units
    
    Shares or
    
    Units or
    
    Units orNumber of
    
    Number of
    
    Securities
    
    
    
    
    
    
    
    
    
    of Stock
    
    Units of
    
    other
    
    OtherSecurities
    
    Securities
    
    Underlying
    
    
    
    
    
    
    
    
    
    That
    
    Stock
    
    Rights
    
    RightsUnderlying
    
    Underlying
    
    Unexercised
    
    Option
    
    
    
    
    
    Have
    
    That
    
    That
    
    ThatUnexercised
    
    Unexercised
    
    Unearned
    
    Exercise
    
    Option
    
    Not
    
    Have Not
    
    Have Not
    
    Have NotOptions #
    
    Options #
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)William L. Stakelin608,244
    
    
    
    0
    
    
    
    0
    
    
    $
    5.00
    
    
    
    6/15/2008125,089
    
    
    
    0
    
    
    
    0
    
    
    $
    5.00
    
    
    
    4/29/2009100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    7.76
    
    
    
    5/17/2011100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.93
    
    
    
    1/4/2012100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.86
    
    
    
    1/3/2013100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.46
    
    
    
    1/2/2014125,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.33
    
    
    
    1/7/201556,250
    (1)
    
    
    86,625
    (2)75,000
    (3)
    
    
    115,500
    (2)Anthony A.
Vasconcellos25,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.00
    
    
    
    11/6/200825,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.50
    
    
    
    10/28/2009100,000
    
    
    
    0
    
    
    
    0
    
    
    $
    7.76
    
    
    
    5/17/201175,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.93
    
    
    
    1/4/201275,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.86
    
    
    
    1/3/201375,000
    
    
    
    0
    
    
    
    0
    
    
    $
    6.46
    
    
    
    1/2/201475,000
    
    
    
    0
    
    
    
    0
    
    
    $
    5.33
    
    
    
    1/7/201537,500
    (4)
    
    
    57,750
    (2)50,000
    (5)
    
    
    77,000
    (2)
 
 (1)
    
    On January 3, 2006, the above Named Executive was awarded 75,000 nonvested
shares, of which, 18,750 shares vested on January 3, 2007. The remaining nonvested shares vest
in three equal annual installments of 18,750 shares through 2010.(2)
    
    The value of nonvested shares awarded to the above Named Executive was
calculated using a price of $1.54, the closing price of a share of Regent Communications, Inc.
common stock on the last business day of the 2007 calendar year. -17-




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##### 



(3)
    
    The nonvested shares awarded to the above Named Executive on January 3,
2007, vest in four equal annual installments of 18,750 shares through 2011.(4)
    
    On January 3, 2006, the above Named Executive was awarded 50,000 nonvested
shares, of which, 12,500 shares vested on January 3, 2007. The remaining nonvested shares vest
in three equal annual installments of 12,500 shares through 2010.(5)
    
    The nonvested shares awarded to the above Named Executive on January 3, 2007,
vest in four equal annual installments of 12,500 shares through 2011. Option Exercises And Stock Vested
 Option AwardsNumber of Shares
    
    
    
    Stock AwardsAcquired on
    
    Value Realized on
    
    Number of Shares
    
    Value Realized onExercise
    
    Exercise
    
    Acquired on Vesting
    
    VestingName
    
    (#)(1)
    
    ($)
    
    (#)(2)
    
    ($)(3)William L. Stakelin
    
    
    0
    
    
    $
    0
    
    
    
    18,750
    
    
    $
    52,688Anthony A. Vasconcellos
    
    
    0
    
    
    $
    0
    
    
    
    12,500
    
    
    $
    35,125
 
 (1)
    
    There were no stock options exercised in 2007.(2)
    
    Represents shares granted in 2006 to the Named Executives under the Regent
Communications, Inc. 2005 Incentive Compensation Plan that vested in the current year.(3)
    
    The value of the shares was calculated using a price of $2.81, the closing price
of a share of Regent Communications, Inc. common stock on the vesting date. Pension Benefits
  Nonqualified Deferred Compensation
 Executive
    
    Registrant
    
    Aggregate Earnings
    
    AggregateContributions in
    
    Contributions in
    
    (loss)
    
    Withdrawals/
    
    Aggregate BalanceLast FY
    
    Last FY
    
    in Last FY
    
    Distributions
    
    at Last FYEName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)William L. Stakelin
    
    $
    90,438
    
    
    $
    5,766
    
    
    $
    12,331
    
    
    $
    0
    
    
    $
    324,443Anthony A. Vasconcellos
    
    $
    4,688
    
    
    $
    4,343
    
    
    $
    (2,744
    )
    
    $
    0
    
    
    $
    46,422
  -18-




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##### 



Potential Payments Upon Termination or Change in Control
    -19-




---



##### 



-20-




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##### 



Executive Benefits
    
    
    
    
    
    
    
    
    
    Involuntary Notand Payments
    
    Voluntary
    
    
    For Cause
    
    
    for Cause
    
    
    
    
    
    
    
    
    
    
    Change inUpon Termination
    
    Termination
    
    
    Termination
    
    
    Termination(1)
    
    
    Disability
    
    
    Death
    
    
    ControlBase salary (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    703,278
    
    
    $
    351,639
    
    
    $
    0
    
    
    $
    1,051,401Senior Management Bonus Plan
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    690,434Life insurance, medical, dental
and hospitalization
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Nonvested stock, unvested and
accelerated (3)
    
    $
    0
    
    
    $
    0
    
    
    $
    202,125
    
    
    $
    202,125
    
    
    $
    202,125
    
    
    $
    202,125Total
    
    $
    0
    
    
    $
    0
    
    
    $
    905,403
    
    
    $
    553,764
    
    
    $
    202,125
    
    
    $
    1,943,960
 
 (1)
    
    Assumes the Named Executives benefit under an involuntary not for cause termination
is equal to the remaining amount of base salary through December 31, 2009, the expiration of the
Named Executives employment agreement, and the full vesting of any nonvested shares of Regent
common stock assuming a price of $1.54, based upon the price of a share of the Companys common
stock on the last business day in 2007.(2)
    
    For analysis purposes, the Named Executives base salary was equal to the salary in
place for the 2007 fiscal year. -21-




---



##### 



(3)
    
    Under the terms of the Regent Communications, Inc. 2005 Incentive Compensation
Plan, any unvested shares of nonvested stock will automatically accelerate to 100% vested in the
instances of an employees death, permanent disability, or a change in control of the Company.  ExecutiveBenefits and
    
    
    
    
    
    
    
    
    
    InvoluntaryPayments Upon
    
    Voluntary
    
    
    For Cause
    
    
    Not for Cause
    
    
    
    
    
    
    
    
    
    
    Change inTermination
    
    Termination
    
    
    Termination
    
    
    Termination(1)
    
    
    Disability
    
    
    Death
    
    
    ControlBase salary (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    532,510
    
    
    $
    266,255
    
    
    $
    0
    
    
    $
    796,103Senior
Management
Bonus Plan
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    522,784Life insurance,
medical, dental
and
hospitalization (3)
    
    $
    0
    
    
    $
    0
    
    
    $
    15,666
    
    
    $
    15,666
    
    
    $
    0
    
    
    $
    15,666Nonvested stock,
unvested and
accelerated (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    134,750
    
    
    $
    134,750
    
    
    $
    134,750
    
    
    $
    134,750Total
    
    $
    0
    
    
    $
    0
    
    
    $
    682,926
    
    
    $
    416,671
    
    
    $
    134,750
    
    
    $
    1,469,303
 
 (1)
    
    Assumes the Named Executives benefit under an involuntary not for cause termination
is equal to the remaining amount of base salary through December 31, 2009, the expiration of the
Named Executives employment, perquisites, and the full vesting of any nonvested shares of Regent
common stock assuming a price of $1.54, based upon the price of a share of the Companys common
stock on the last business day in 2007.(2)
    
    For analysis purposes, the Named Executives base salary was equal to the salary in
place for the 2007 fiscal year.(3)
    
    The Named Executive is entitled to Company-paid life and disability insurance,
medical, dental and hospitalization premiums for the lesser of 12 months or the number of months
until the executive attains the age of 65. For purposes of the calculation, the Company used the
total cost of premiums paid for such plans as of December 31, 2007.(4)
    
    Under the terms of the Regent Communications, Inc. 2005 Incentive Compensation Plan,
any unvested shares of nonvested stock will automatically accelerate to 100% vested in the
instances of an employees death, permanent disability, or a change in control of the Company. COMPENSATION OF NON-EMPLOYEE DIRECTORS
 Compensation of Directors
  
    
    A $1,000 monthly retainer;
 -22-




---



##### 




    
    A Board Committee meeting fee of $2,000 for each on-site Board Committee
meeting attended ($1,000 for attendance by telephone);
    
    A Board Committee meeting fee of $1,000 for each telephonic Board Committee meeting
attended;
    
    The Chairman of the Board and Chair of each Board Committee receives the following
fees:
 
    
    Chairman of the Board  annual fee of $15,000
    
    Audit Committee Chair  annual fee of $10,000
    
    Nominating and Corporate Governance Committee Chair  annual fee of $5,000
    
    Compensation Committee Chair  annual fee of $5,000
   Change inPension ValueandNon-equity
    
    NonqualifiedFees Earned or
    
    Stock
    
    Incentive Plan
    
    Deferred
    
    All OtherPaid in Cash
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)John J. Ahn
    
    $
    5,467
    
    
    $
    248
    (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    5,715J.P. Hannan
    
    $
    10,467
    
    
    $
    248
    (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    10,715Andrew L. Lewis, IV
    
    $
    31,000
    
    
    $
    8,137
    (3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    39,137Timothy M. Mooney
    
    $
    39,000
    
    
    $
    8,137
    (3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    47,137William P. Sutter, Jr.
    
    $
    56,000
    
    
    $
    8,137
    (3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    64,137John H. Wyant
    
    $
    31,000
    
    
    $
    8,137
    (3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    39,137
 
 (1)
    
    These amounts represent fair value compensation recognized by the Company in
accordance with Statement of Financial Accounting Standards No. 123(R), Share-Based Payment.The
value of each nonvested share is based upon the closing price of the Companys common stock on the
Nasdaq Global Market (or its predecessor, the Nasdaq National Market) on the date of grant. The
nonvested shares vest ratably over a four-year period commencing one year from the date of grant.(2)
    
    Each of Messrs. Ahn and Hannan were awarded 2,500 nonvested shares on October 24,
2007 at a grant-date price of $2.38. Based on the date of grant, the Company recorded two months of
compensation expense for each grant of nonvested shares during 2007. Mr. Hannans nonvested shares
were forfeited as of his April 13, 2008 resignation date, as the vesting requirement was not
fulfilled.(3)
    
    Each of Messrs. Lewis, Mooney, Sutter and Wyant were awarded 5,000 nonvested shares
on May 10, 2006 at a grant-date price of $4.25 and 5,000 nonvested shares on May 9, 2007 at a
grant-date price of $3.39. Based on the date of grant, the Company recorded 12 months of
compensation expense related to the May 10, 2006 grant and eight months of compensation expense
related to the May 9, 2007 grant. -23-




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Compensation Committee Interlocks and Insider Participation
    -24-




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
  Amount andNature ofBeneficial
    
    PercentName and Address of Beneficial Owner(a)
    
    Ownership(a)
    
    of Class(a)Riley Investment Management LLC
    
    
    4,089,883
    (b)
    
    
    10.33
    %Dimensional Fund Advisors LP
    
    
    3,409,003
    (c)
    
    
    8.61
    %Blue Chip Venture Company, Ltd.
    
    
    3,246,356
    (d)
    
    
    8.20
    %HJH Partners, LLC
    
    
    2,975,452
    (e)
    
    
    7.49
    %Don A. Sanders
    
    
    2,671,479
    (f)
    
    
    6.75
    %Palmyra Capital Advisors, LLC and related entities
    
    
    2,457,612
    (g)
    
    
    6.21
    %T. Rowe Price Associates, Inc.
    
    
    2,006,750
    (h)
    
    
    5.07
    %William L. Stakelin
    
    
    1,780,923
    (i)
    
    
    4.36
    %John J. Ahn
    
    
    4,105,383
    (b)(j)
    
    
    10.37
    %John H. Wyant
    
    
    3,301,356
    (d)(k)
    
    
    8.33
    %John F. DeLorenzo
    
    
    0
    
    
    
    *Andrew L. Lewis, IV
    
    
    20,000
    (l)
    
    
    *Timothy M. Mooney
    
    
    34,000
    (m)
    
    
    *William P. Sutter, Jr.
    
    
    77,000
    (n)
    
    
    *Anthony A. Vasconcellos
    
    
    702,385
    (o)
    
    
    1.75
    %All executive officers and directors
as a group (8 persons)
    
    
    10,021,047
    (p)
    
    
    24.19
    %
 
 *
    
    Less than 1%.(a)
    
    The Securities and Exchange Commission has defined beneficial ownership to include
sole or shared voting or investment power with respect to a security or the right to acquire
beneficial ownership within 60 days. The number of shares indicated are owned with sole
voting and investment power unless otherwise noted and includes certain shares held in the
name of affiliated companies as to which beneficial ownership may be disclaimed. Addresses of
5% beneficial owners appear in the notes below. All information regarding persons and
entities other than the Companys directors and Named Executives has been included by the
Company in reliance upon the most recent SEC filings of such persons and entities.Shares issuable upon exercise of options or warrants within 60 days are deemed to be
outstanding for the purpose of computing the percentage ownership and overall voting power of
persons believed to own beneficially such securities. Accordingly, the percent of class
specified for each beneficial owner represents the highest percentage of the class that owner
could own, assuming such owner exercises all -25-




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options and warrants that are exercisable by him within 60 days and assuming that no other
beneficial owner exercises options or warrants.(b)
    
    The address of Riley Investment Management LLC is 11100 Santa Monica Blvd., Suite
810, Los Angeles, California 90025. Pursuant to its Schedule 13D filed with the Securities and
Exchange Commission on December 11, 2007, Riley Investment Management LLC informed the Company
that it has sole voting and dispositive power of 1,790,099 of the indicated shares. Riley
Investment Management LLC has indicated that it has shared voting and dispositive power of
2,299,784 of the shares held by its investment advisory clients, and disclaims beneficial
ownership of 415,399 of such shares.(c)
    
    The address of Dimensional Fund Advisors LP is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401. Pursuant to its Schedule 13G filed with the Securities
and Exchange Commission on February 6, 2008, Dimensional Fund Advisors informed the Company
that it has sole voting and/or investment power over the indicated shares in Dimensional Fund
Advisors role as investment adviser or manager to four investment companies and certain
commingled group trusts and separate accounts, none of whom are known to have such rights or
powers with respect to more than five percent of the Companys common stock. Dimensional Fund
Advisors disclaims beneficial ownership of these securities.(d)
    
    Includes: (A) 2,382,241 shares held by Blue Chip Capital Fund, II, Limited
Partnership (Blue Chip II); (B) 300,479 shares held by Miami Valley Venture Fund, Limited
Partnership (Miami Valley); and (C) 563,636 shares held by Blue Chip Capital Fund, III,
Limited Partnership (Blue Chip III). Blue Chip Venture Company, Ltd. is the general partner
of Blue Chip II and Blue Chip III and is an affiliate of a special limited partner and
portfolio manager of Miami Valley. Blue Chip Venture Company, Ltd. has indicated that it
exercises sole voting and dispositive power over the indicated shares held by Blue Chip II,
Blue Chip III and Miami Valley. John H. Wyant, a director of the Company, is a beneficial
owner and manager of Blue Chip Venture Company, Ltd. Mr. Wyant exercises shared voting and
investment powers with respect to the securities beneficially owned by Blue Chip Venture
Company, Ltd., but disclaims beneficial ownership of those securities. The address of these
entities and Mr. Wyant is 1100 Chiquita Center, 250 East Fifth Street, Cincinnati, Ohio 45202.(e)
    
    The address of HJH Partners, LLC is 8 Sound Shore Drive, Suite 265, Greenwich,
Connecticut 06830. Pursuant to its Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2008, HJH Partners, LLC is trustee for the WPG Corporate
Development Associates V Liquidating Trust (WPG V) and the WPG Corporate Development
Associates V (Overseas) Liquidating Trust (WPG Overseas). HJH Partners, LLC has shared voting
and investment power over the indicated shares in its capacity as trustee for 2,464,162 shares
held by WPG V and 381,290 shares held by WPG Overseas. In addition, WPG V and WPG Overseas
own warrants to purchase 112,580 shares and 17,420 shares of Regent common stock,
respectively. Prior to a transfer of investment and voting control of the entities holding
shares of Regent common stock, beneficial ownership of these shares was previously reported by
Robeco Investment Management, Inc.(f)
    
    The address of Don A. Sanders is 600 Travis, Suite 3100, Houston, Texas 77002.
Pursuant to its Schedule 13D filed with the Securities and Exchange Commission on September
19, 2007, Mr. Sanders is vice chairman and a director of Sanders Morris Harris Group, Inc.
(SMHG) and chairman of the executive committee and a director of SMH Capital, Inc. (SMH
Capital), registered broker dealer and investment adviser, and wholly-owned subsidiary of
SMHG. Mr. Sanders is also a manager of SOF Management, LLC and general partner of Sanders
Opportunity Fund, L.P. and Sanders Opportunity Fund (Institutional), L.P. (the SOF Funds)
and chief investment officer of the SOF Funds. The named shares include 1,255,479 shares for
which Mr. Sanders exercises sole voting and dispositive power, and 1,416,000 shares held in
client brokerage accounts over which Mr. Sanders has shared dispositive power. Mr. Sanders
disclaims beneficial ownership of all shares held in client brokerage accounts over which he
has shared dispositive power.(g)
    
    The address of Palmyra Capital Advisors, LLC, the Michael and Leigh Anne Baxter
Living Trust, and Michael F. Baxter, is 11111 Santa Monica Blvd., Suite 1100, Los Angeles,
California 90025. Pursuant -26-




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##### 



to its Schedule 13G filed April 24, 2008, Michael F. Baxter is the manager of Palmyra Capital
Advisors, LLC, a registered investment adviser. The Michael and Leigh Anne Baxter Living Trust
is the beneficial owner of more than a majority of the membership interests in Palmyra Capital
Advisors, LLC.(h)
    
    The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore,
Maryland 21202. Pursuant to its Schedule 13G filed with the Securities and Exchange Commission
on February 12, 2008, T. Rowe Price Associates, Inc. informed the Company that it has sole
voting power over 203,800 shares and sole dispositive power over 2,006,750 shares in T. Rowe
Price Associates role as investment adviser to its various clients, none of whom are known to
have such rights or powers with respect to more than five percent of the Companys common
stock. T. Rowe Price Associates, Inc. disclaims beneficial ownership of these securities.(i)
    
    Represents (A) 521,590 shares held by Mr. Stakelin individually (including shares
held for his account in the Companys 401(k) Profit Sharing Plan and Employee Stock Purchase
Plan and 243,750 nonvested shares subject to a vesting period, none of which will vest by June
17, 2008); (B) 500 shares owned by Mr. Stakelins son and 500 shares owned by Mr. Stakelins
daughter; and (C) options exercisable within 60 days for up to 1,258,333 shares of the
Companys common stock held by Mr. Stakelin.(j)
    
    Represents (A) 8,000 shares held by Mr. Ahns minor children and 5,000 shares held
by Mr. Ahns parents and (B) 2,500 shares held by Mr. Ahn, all of which are subject to a
vesting period, none of which will vest by June 17, 2008. See also Note (b) above.(k)
    
    Represents (A) options exercisable within 60 days for up to 45,000 shares of the
Companys common stock held by Mr. Wyant and (B) 10,000 shares held by Mr. Wyant, which
include 8,750 nonvested shares subject to a vesting period, of which 2,500 will vest by June
17, 2008. See also Note (d) above.(l)
    
    Represents (A) options exercisable within 60 days for up to 10,000 shares of the
Companys common stock held by Mr. Lewis and (B) 10,000 shares held by Mr. Lewis, which
include 8,750 nonvested shares subject to a vesting period, of which 2,500 will vest by June
17, 2008.(m)
    
    Represents (A) options exercisable within 60 days for up to 20,000 shares of the
Companys common stock held by Mr. Mooney and (B) 14,000 shares held by Mr. Mooney, which
include 8,750 nonvested shares subject to a vesting period, of which 2,500 will vest by June
17, 2008.(n)
    
    Represents (A) options exercisable within 60 days for up to 40,000 shares of the
Companys common stock held by Mr. Sutter; (B) 2,000 shares held by Mr. Sutters two minor
children; and (C) 35,000 shares held by Mr. Sutter, of which 8,750 are nonvested shares
subject to a vesting period, of which 2,500 will vest by June 17, 2008.(o)
    
    Represents: (A) 252,385 shares held by Mr. Vasconcellos (including shares held for
his account in the Companys 401(k) Profit Sharing Plan and Employee Stock Purchase Plan and
162,500 nonvested shares subject to a vesting period, none of which will vest by June 17,
2008); and (B) options exercisable within 60 days for up to 450,000 shares of the Companys
common stock held by Mr. Vasconcellos.(p)
    
    See Notes (b), (d), (i), (j), (k), (l), (m), (n) and (o) above. Securities Authorized for Issuance Under Equity Compensation Plans
  -27-




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##### 



Number ofNumber of
    
    
    
    
    
    securitiessecurities to be
    
    
    
    
    
    remaining availableissued upon
    
    Weighted average
    
    for issuance underexercise of
    
    exercise price of
    
    equity compensationoutstanding
    
    outstanding
    
    plans (excludingoptions, warrants
    
    options, warrants
    
    securitiesand rights
    
    and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,083,039
    
    
    $
    5.91
    
    
    
    3,504,824Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,083,039
    
    
    $
    5.91
    
    
    
    3,504,824
 ITEM 13.
    
    CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 Determination of Independence
  Certain Relationships and Related Transactions
  -28-




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##### 



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES.
 Principal Accounting Firm Fees
  December 31,
    
    
    December 31,2007
    
    
    2006Audit Fees
    
    $
    482,845
    (a)
    
    $
    583,090
    (a)Audit-Related Fees
    
    
    
    
    
    
    25,000
    (b)Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    1,500
    (c)
    
    
    1,500
    (c)Total
    
    $
    484,345
    
    
    $
    609,590
 
 (a)
    
    Includes fees for professional services rendered for the audit of the consolidated
financial statements of the Company, the audit of managements assessment of internal control
over financial reporting, the audit of stand-alone financial statements for significant
acquisitions, issuance of consents and assistance with review of documents filed with the
Securities and Exchange Commission.(b)
    
    Represents fees for services related to research and application of various
accounting requirements.(c)
    
    Represents the annual charge for online access to an accounting, auditing and
reporting library.  Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the
Independent Auditor
 www.regentcomm.com
 -29-




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##### 



ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    Documents filed as part of the Annual Report on Form 10-K/A:
 3.
    
    EXHIBITS.
  EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION31(a)
    
    Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification31(b)
    
    Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification32(a)
    
    Chief Executive Officer Section 1350 Certification32(b)
    
    Chief Financial Officer Section 1350 Certification
 -30-




---



##### 



REGENT COMMUNICATIONS, INC.Date: May 2, 2008
    By:
    /s/ William L. StakelinWilliam L. Stakelin, President andChief Executive Office S-1