Regent Sues Riley Back
August 15, 2007 at 3:37 PM (PT)
REGENT COMMUNICATIONS is slapping RILEY INVESTMENT PARTNERS, RILEY INVESTMENT MANAGEMENT and SMH CAPITAL with a lawsuit in response to the shareholder lawsuit filed earlier this week by RILEY.
REGENT is charging RILEY with, among other things, violations of Section 13 and 14 of the Securities Exchange Act of 1934 in connection with RILEY's solicitation of requests from REGENT shareholders to call a special meeting to amend REGENT's bylaws and to add four new directors to REGENT's Board of Directors nominated by RILEY. REGENT is also charging SMH with failing to disclose SMH's beneficial ownership interests in REGENT shares and RILEY and SMH with failure to disclose in a Schedule 13D the intentions, arrangements and agreements between RILEY, SMH, and other shareholders with respect to REGENT and its shares.
We are prepared to call a special meeting of shareholders upon receipt of valid requests solicited in compliance with applicable securities laws
A press release from REGENT said that "(a)s a seven percent shareholder, RILEY is demanding hasty action to elect four of its own nominees to the board, stands poised to appoint others and obtain a majority position as vacancies occur, and has stated that it will try to sell the Company despite the poor performance of radio broadcast stocks in recent months and the turmoil in securities markets generally. REGENT is concerned that RILEY and the other shareholders in its group, including SMH CAPITAL are taking these actions without providing required information to REGENT's other shareholders. It is these very shortcomings that the federal securities laws are designed to prevent, and REGENT will insist that all shareholders proceed in a manner consistent with law."
In an additional statement, REGENT's BILL STAKELIN added, "As indicated in the lawsuit we filed today, we believe RILEY and SMH CAPITAL have engaged in a number of violations with regard to federal securities laws in their solicitation of Regent's shareholders. We believe RILEY engaged in improper communications with shareholders and RILEY's requests for a special shareholder meeting are invalid. We are prepared to call a special meeting of shareholders upon receipt of valid requests solicited in compliance with applicable securities laws. Our management and board remain committed to maximizing value for all shareholders. As we execute on our strategy, we will continue to evaluate, in conjunction with our legal and financial advisors, all stockholder proposals that may be presented to the company."