As filed with the Securities and Exchange Commission on September 8, 1999
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Publishing Company of North America, Inc.
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(Exact name of registrant as specified in its charter)
Florida 59-3203301
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
186 P.C.N.A. Parkway, Lake Helen, Florida 32744
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(Address of Principal Executive Offices)
Peter S. Balise, President
The Publishing Company of North America, Inc.
186 P.C.N.A. Parkway
Lake Helen, FL 32744
(904) 228-1000
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(Name, address, and telephone number of agent of service)
Please send a copy of all communication also to:
Michael D. Harris, Esq.
Michael Harris, P.A.
1645 Palm Beach Lakes Boulevard, Suite 550
West Palm Beach, Florida 33401
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES UNDER THE PLAN:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________________
If this Form is a post-effective amendment filed purusant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _________________
If delivery of this prospectus is expected to be made purusant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE (1)
<S> <C> <C> <C> <C>
Common stock,
no par value 225,000 $7.50 $1,687,500 $469.13
Total Registration Fee $469.13
(1) Estimated solely for the purpose of computing the registration fee based on the highest priced at which such
warrants may be exercised.
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</TABLE>
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The Registrant hereby amends this Registration Statement on the date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
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ii
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER __, 1999
PROSPECTUS
225,000 SHARES OF COMMON STOCK
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
This prospectus relates to the public offering of up to 225,000 shares of our
common stock upon exercise of warrants. We will not receive any of the proceeds
from the sale of the shares. The prices at which the warrantholder may sell the
shares will be determined by the prevailing market price for the shares or in
negotiated transactions.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Our common stock is listed on the Nasdaq SmallCap Market under the symbol
"PCNA". On September 1, 1999, the closing price for our common stock was $3.06
per share.
The date of this prospectus is _________________, 1999
<PAGE>
ABOUT THIS PROSPECTUS
You should only rely on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. We are offering to sell, and seeking offers
to buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as the
date of this prospectus, regardless of the time of delivery of this prospectus
or of any sale of common stock.
See the section of this prospectus entitled "Risk Factors" for a
discussion on certain factors that you should consider before investing in the
common stock offered in this prospectus.
This prospectus is not an offer to sell and we are not asking anyone to
buy any security other than the common stock offered by this prospectus. Offers
may only be made in states or other places where it is legal.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public conference rooms. Our SEC
filings are also available on the SEC's website at www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. Later information we file with the SEC
will update and modify this information. We are incorporating by reference the
documents listed below and any future filings made with the SEC under the
Securities Exchange Act of 1934 until the warrant holder completes its offering
of 225,000 shares of common stock.
o Our annual report on Form 10-KSB for the year ended December 31, 1998.
o Our quarterly reports on Form 10-QSB for the quarters ended March 31,
and June 30, 1999.
o Our Proxy Statement for our annual meeting of stockholders held on May
24, 1999.
o The description of our common stock contained in our registration
statement on Form 8-A, filed in 1996.
o All other reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
James M. Koller, CFO
The Publishing Company of North America, Inc.
186 PCNA Parkway
Lake Helen, FL 32744
(904) 228-1000
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RISK FACTORS
Investing in our common stock involves a high degree of risk. Any of
the following risks could materially adversely affect our business, prospects,
operating results and financial condition and could result in a complete loss of
your investment.
THE INTERNET HAS NOT BEEN ACCEPTED AS AN ADVERTISING AND COMMERCIAL MEDIUM
THE DEVELOPMENT OF OUR INTERNET BUSINESS IS DEPENDENT UPON THE GROWTH
OF THE INTERNET
Our ability to grow may be dependent upon the growth of the Internet,
and we could lose a significant source of revenue in the event that the Internet
does not develop. If Internet usage grows, the Internet may not be able to
support the demands placed on it by this growth or its performance or
reliability may decline. In addition, our present and any future websites may
from time to time experience interruptions in service as a result of outages or
other delays occurring. If these outages and delays frequently occur in the
future, the use of our websites could significantly decrease, which could result
in a decline in Internet-related revenue.
ADVERTISERS HAVE NOT, AND MAY NOT, ACCEPT THE INTERNET AS AN
ADVERTISING MEDIUM
We anticipate launching our online vendor directory in September 1999.
This directory is relying upon advertising placed by third parties seeking to
sell their services to the legal community. Major advertisers do not presently
use the Internet as a major advertising medium, and we cannot predict whether
the Internet will ever become a major advertising medium. We believe that
acceptance of the Internet as an advertising medium will depend on growth and
the commercial use of the Internet and the ability of advertisers to determine
the extent to which they are reaching their target market. If widespread
commercial use of the Internet does not develop, or if the Internet does not
develop as an effective and measurable advertising medium, our business,
financial condition and operating results could be materially and adversely
affected.
ELECTRONIC COMMERCE IS IN ITS EARLY STAGES AND MAY NEVER DEVELOP AS A
SIGNIFICANT BUSINESS
Electronic commerce, which is generally referred to as e-commerce, has
not developed into a reliable method of conducting business. E-commerce includes
the sale of goods using the Internet as the location from which goods are
purchased. A number of companies use e-commerce as a principal method of selling
their goods and services, while others use e-commerce to supplement their store,
print catalogue and other business. The future of e-commerce may be dependent
upon the ability of companies to show profitable e-commerce operations.
WE MAY NOT DEVELOP ANY SIGNIFICANT REVENUE FROM E-COMMERCE
We recently commenced our e-commerce business on lawlinks.com. We may
never generate any significant revenue from e-commerce. A number of factors
could prevent market acceptance of e-commerce on our websites by members of the
legal community, including the following:
o Lawyers and law firms may be unwilling to shift their purchasing from
traditional suppliers including office superstores to our e-commerce
website.
o Lawyers and law firms which order goods online may utilize other
websites which have more brand name recognition.
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o Increased government regulation or taxation, including regulation of
telephone service, may adversely affect e-commerce.
o Insufficient availability of telecommunications services or changes in
telecommunications services could result in slower response times.
WE CANNOT INSURE A SECURE ENVIRONMENT
Our websites are vulnerable to physical or electronic break-ins,
viruses or other problems that affect websites and Internet communication and
commerce generally. As e-commerce becomes more prevalent, our customers may
become more concerned about security. Although we believe that we can implement
reasonable security precautions, security systems can and are circumvented. The
circumvention of our security measures may result in the misappropriation of
proprietary information, such as credit card information, or interruptions of
our operations. Any such security breaches could damage our reputation and
expose us to a risk of loss or liability. We may be required to make significant
investments in our efforts to protect against and to remedy security breaches.
Our failure to address security concerns adequately could materially and
adversely affect our business, financial condition and operating results.
WE WILL FACE INTENSE COMPETITION IN ALL ASPECTS OF OUR BUSINESS
WE FACE COMPETITION FOR CONTRACTS FOR PRINT DIRECTORIES
Our future growth will be dependent in part upon our continued ability
to maintain our existing publishing agreements with bar associations and to
expand our agreements to larger bar associations including additional state bar
associations. In competing for print directory contracts, we compete with a
number of other publishers of bar association directories, including Legal
Directories Publishing Company, a publisher of state bar directories and
Martindale Hubbell which publishes what is considered to be the premier legal
directory. We believe that, for many bar associations, competition is based upon
the perceived ability of the publisher to deliver a quality product on schedule
and sometimes upon the percentage of advertising revenues paid to them as a
royalty. We may suffer a significant decline in our print directory business in
the future.
COMPETITION FOR INTERNET ADVERTISING IS INTENSE
Although the Internet is not a developed medium for advertisers, there
is significant competition for those advertisers that use the Internet, and we
expect that such competition will increase. Our websites are oriented to members
of the legal community including lawyers. We will compete for a share of the
advertising budget of those advertisers seeking to reach the legal community,
including other online services, other Internet services, traditional print
media and radio and television stations.
WE INTEND TO COMPETE IN THE E-COMMERCE MARKET
Competition for e-commerce and e-commerce opportunities is intense, and
we expect the competition will continue to intensify. There are low barriers to
entry, and competitors can launch new websites at a relatively low cost. We
believe that our ability to compete in e-commerce will be affected, among other
factors, by our ability to:
o develop and maintain a sufficiently large base of users who regularly
visit our websites in order to enable us to be attractive to companies
offering goods and services through e-commerce;
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o develop regular visitors to our websites based upon the features we
offer, including attractive e-commerce products; and
o provide visitors to our websites with incentives to order goods and
services online.
IF WE CANNOT EFFECTIVELY MANAGE OUR GROWTH, WE MAY INCUR OPERATING LOSSES
Following the closing of our initial public offering in the Spring of
1996, our business grew. We encountered operational difficulties and sustained
operating losses for a long period of time. We believe we were able to correct
this problem by recruiting a new chief operating officer and otherwise
increasing our efficiencies. We recently launched our new Internet business. If
our business grows, this growth may place a further strain on our
administrative, operational and financial resources. We have limited management
depth, and if we grow substantially in the future, we expect that we will have
to employ experienced executives and employees capable of providing the
necessary support.
We can not assure you that our management will be able to manage our
future growth or that we will be able to hire the necessary senior and middle
management personnel necessary to implement our programs. If we fail to do so,
our business prospects, financial condition and results of operations will be
materially and adversely affected.
WE DEPEND UPON THIRD PARTIES IN BOTH OUR PRINT AND INTERNET BUSINESSES
In our print directory business, we subcontract all of the printing of
our bar and medical association directories to independent printing companies.
During the current fiscal year, we have utilized the service of four printers.
Because we depend upon third-party printers, we may be delayed in delivering
directories. This could have the consequence of interfering with our
relationship with any bar and medical associations for which we are late in
delivering directories.
Our Internet business is similarly dependent upon third parties. We use
a third party to host our websites and another third party to develop and
maintain our websites. To the extent that either or both of these third parties
fail to meet their obligations to us, our Internet business could be materially
and adversely affected.
THE INTERNET AND INTERNET BUSINESSES ARE CHARACTERIZED BY RAPID TECHNOLOGICAL
CHANGE
We will be dependent upon the sale of advertising, e-commerce and
direct marketing over the Internet to generate our Internet revenue. The
Internet and e-commerce are subject to rapidly changing technology. While these
changes are designed to facilitate the usage of the Internet and the growth of
e-commerce, unforeseen technological factors may create a competitive
environment in which our business cannot generate adequate revenue or income.
OUR BUSINESS MAY ENCOUNTER RISKS FROM THE YEAR 2000 WHICH ADVERSELY AFFECT US
The Year 2000 problem is the inability of some software, hardware and
systems to determine the correct century on January 1, 2000. For example,
software with date-sensitive functions that are not Year 2000 compliant may not
be able to determine whether "00" means 1900 or 2000, which may result in
computer failures or the failure of the computer to produce accurate
information.
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We have substantially completed our Year 2000 evaluation of our
computer hardware and software and other equipment. We have to complete a small
number of installations with minor software upgrades in order for our system to
by Year 2000 compliant. We estimate that our total costs in obtaining Year 2000
compliance will be less than $25,000. We are in the process of contacting
printers and other large vendors in an effort to learn if their systems are Year
2000 compliant. We expect to complete this assessment prior September 30, 1999.
This will give us enough time to switch to alternate suppliers, if necessary. If
we are unable to do so, the failure of one or more third parties upon which we
depend could have a material adverse effect on our business, prospects, results
of operations and financial condition.
WE ARE CONTROLLED BY OUR MANAGEMENT
Mr. Peter S. Balise, president and chairman of our board of directors,
owns approximately 42.3% of our outstanding common stock. As a result, Mr.
Balise may be able exercise control over all matters requiring stockholder
approval including the election of directors and approval of significant
corporate transactions. His voting control could have the effect of delaying or
preventing a change of control which might benefit our stockholders.
OUR COMMON STOCK PRICE MAY BE HIGHLY VOLATILE
During the past eight months, the market price of our common stock has
been highly volatile. At the same time, the stock market in general and the
market for Internet-related technology companies in particular, has been highly
volatile. If, as a result of our new Internet business, we are perceived as an
Internet company, our common stock price may become more volatile in the future.
Investors may not be able to resell their shares of our common stock following
periods of volatility because of the market's adverse reaction to such
volatility. We cannot assure you that our common stock will trade at the same
levels as other Internet stocks or that Internet stocks in general will sustain
their current market prices.
Factors that could cause our common stock price to be volatile may
include:
o actual or anticipated variations in quarterly operating results,
o announcements of results concerning our new Internet business,
o new products or services,
o changes in financial estimates by securities analysts,
o changes in conditions or trends in the Internet industry,
o changes in the market valuations of Internet companies,
o changes in how the market perceives us and how it perceives the
nature of our business,
o announcements by us or competitors of significant acquisitions,
o strategic partnerships or joint ventures;
o additions or departures of key personnel, and
o sales of common stock.
Many of these factors are beyond our control. These factors may
materially adversely affect the market price of our common stock, regardless of
our operating performance.
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FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that address, among
other things, our expectations with regard to our Internet business. In addition
to these statements, trend analysis and other information including words such
as "seek", "anticipate", "believe", "plan", "estimate", "expect", "intend" and
other similar expressions are forward-looking statements. These statements may
be found in the section of this prospectus entitled "Risk Factors". We
anticipate that some or all of the results will not occur because of various
factors including, but not limited to all of the risks discussed in "Risk
Factors."
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SELLING STOCKHOLDERS
The shares of common stock are being offered for sale by InterWest
Associates. Ajay Anand, a partner of InterWest Associates, is a beneficial owner
and has the power to sell the shares of common stock. InterWest Associates is
currently providing financial public relations services for us under an
agreement entered into on July 8, 1999. We are paying it a fee over the 12 month
period of the agreement at the rate of $6,000 for the first month, $5,000 for
each of each of the next two months and $3,000 per month for the remaining nine
months. We have had no other relationship with InterWest Associates in the past.
InterWest Associates has advised us that it does not own any of our securities
except for the warrants we issued to it permitting it to purchase from us
225,000 shares of our common stock. It intends to offer for sale all 225,000
shares of common stock.
The 225,000 shares of common stock may be purchased from us on the
terms and subject to the conditions contained in the table below:
No. of Exercise Lock-up on
Warrants Price Sales Until Expiration Date
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25,000 $1.6875 N/A January 7, 2001
25,000 $2.5000 August 8, 1999 February 7, 2001
25,000 $3.0000 September 8, 1999 March 7, 2001
16,667 $3.5000 October 8, 1999 April 7, 2001
16,667 $4.0000 November 8, 1999 May 7, 2001
16,667 $4.5000 December 8, 1999 June 7, 2001
16,667 $5.0000 January 8, 2000 July 7, 2001
16,667 $5.5000 February 8, 2000 August 7, 2001
16,667 $6.0000 March 8, 2000 September 7, 2001
16,667 $6.5000 April 8, 2000 October 7, 2001
16,667 $7.0000 May 8, 2000 November 7, 2001
16,664 $7.5000 June 8, 2000 December 7, 2001
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time
to time by the selling stockholder. The selling stockholder will act
independently in making decisions with respect to the timing, manner and size of
each sale. The selling stockholder may sell the shares being offered on the
Nasdaq SmallCap Market, or otherwise, at prices and under terms then prevailing
or at prices related to the then current market price, at varying prices or at
negotiated prices.
Broker-dealers may receive compensation in the form of commissions,
discounts or concessions from the selling stockholder in amounts to be
negotiated in connection with sales. These brokers or dealers may be deemed to
be `underwriters' within the meaning of the Securities Act of 1933. In this
case, any commissions, discounts or concessions received by broker-dealers and
any profit on the resale of the shares sold by them may be deemed to be
underwriting compensation under the Securities Act. Compensation to be received
by any broker-dealers and retained by the selling stockholder in excess of usual
and customary commissions will, to the extent required, be set forth in a
supplement to this prospectus.
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We have advised the selling stockholder that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of the shares of common stock offered in the market and to the activities
of the selling stockholder and its affiliates. In addition, we will make copies
of this prospectus available to the selling stockholder and have informed it of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares of common stock. The selling stockholder may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the Securities Act.
LEGAL MATTERS
Michael Harris, P.A., West Palm Beach, Florida will pass upon the
validity of the shares of common stock being offered with this prospectus.
EXPERTS
The consolidated financial statements of The Publishing Company of
North America, Inc. and subsidiaries incorporated by reference in The Publishing
Company of North America, Inc. and subsidiaries' Annual Report (Form 10-KSB) for
the year ended December 31, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
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YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN STATES AND OTHER JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.
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225,000 SHARES
THE PUBLISHING COMPANY
OF NORTH AMERICA, INC.
COMMON STOCK
----------
PROSPECTUS
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TABLE OF CONTENTS
PAGE
----
About This Prospectus ......................... 2
Where You Can Find More Information ........... 2
Risk Factors .................................. 3
Selling Stockholders .......................... 8
Plan of Distribution .......................... 8
Legal Matters ................................. 9
Experts ....................................... 9
_________________, 1999
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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We will pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commission and discounts of
underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except for
the Securities and Exchange Commission registration fee.
SEC Registration Fee $ 469
-------
Accounting Fees and expenses $ 5,000
-------
Legal Fees and expenses $ 10,000
-------
Miscellaneous $ 250
-------
TOTAL: $ 15,719
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ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------- -----------------------------------------
Under Florida law, our directors are protected against personal
liability for monetary damages from breaches of their duty of care. As a result
our directors will not be liable in an action by us or a stockholder for
monetary damages alleging negligence or gross negligence in the performance of
their duties. However, our directors and executive officers remain liable for
monetary damages for willful misconduct, conscious disregard of the best
interest of The Publishing Company of North America, Inc. and for transactions
from which a director or officer derives an improper personal benefit. Directors
also remain liable under another provision of the Florida laws which makes
directors personally liable for unlawful distributions and expressly contains a
negligence standard with respect to this liability. The liability of our
directors and officers under federal or state securities laws is not affected by
these provisions of Florida law. We also maintain a liability insurance policy
to protect our directors and officers. While our directors have protection from
awards of monetary damages from breaches of fiduciary duty, that does not
eliminate the fiduciary duty equitable remedies including an injunction or
recession based upon a breach of fiduciary duty are still available.
Insofar as indemnification for liabilities arising out of the
Securities Act may be permitted to directors, officers, or persons controlling
us under the above provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, this indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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ITEM 16 EXHIBITS
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Exhibit No. Exhibits
- ----------- --------
4 Financial Public Relations Service Agreement
(includes description of terms of warrants)
5 Opinion of Michael Harris, P.A.
23 Consent of Ernst & Young LLP
23.1 Consent of Michael Harris, P.A.*
*Contained in Opinion of Michael Harris, P.A.
ITEM 17 UNDERTAKINGS
- ------- ------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bonafide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered, which remain
unsold at the termination of the offering.
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(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions (see Item 15 above), or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of the Securities
Act of 1933 the registrant certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Lake Helen, Florida, on September 7, 1999.
THE PUBLISHING COMPANY OF
NORTH AMERICA, INC.
By: /s/ Peter S. Balise
------------------------
Peter S. Balise
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Peter S. Balise Chairman of the Board of Directors September 7, 1999
- ---------------------
Peter S. Balise
/s/ James M. Koller Chief Financial Officer September 7, 1999
- ------------------------ (Principal Financial and Accounting Officer)
James M.Koller
/s/ Andrew J. Cahill Director September 3, 1999
- ----------------------
Andrew J. Cahill
/s/ Russell A. Perkins Director September 3, 1999
- ------------------------
Russell A. Perkins
Director
- -----------------------
Richard C. Silver
/s/ J. William Wrigley Director September 7, 1999
- ------------------------
J. William Wrigley
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
The Publishing Company of North America, Inc.
---------------------------------------------
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
Exhibit No. Exhibits
5 Financial Public Relations Service Agreement
(includes description of Terms of Warrants)
6 Opinion of Michael Harris, P.A.
23 Consent of Ernst & Young LLP
23.1 Consent of Michael Harris, P.A.*
*Contained in Opinion of Michael Harris, P.A.
II-5
EXHIBIT 5
---------
FINANCIAL PUBLIC RELATIONS SERVICES AGREEMENT
This Financial Public Relations Services Agreement ("Agreement") is
made as of the 8th day of July, 1999, by and between THE PUBLISHING COMPANY OF
NORTH AMERICA, INC. 186 PCNA Parkway, Lake Helen, FL 32744, a Florida
corporation hereinafter referred to as "PCNA" or "Client," and INTERWEST
ASSOCIATES, 10 Ima Loa Court, Suite 1000, Newport Beach, CA 92663 hereinafter
referred to as "ITWA".
HEREAFTER, the Client and ITWA are referred to collectively as "Parties" and
singularly as "Party".
R E C I T A L S
A. The Client is a leader in the publishing of city, county and state
bar association print directories throughout the United States and
selling advertising in those directories. The Client is embarking
upon a new Internet business direction featuring a legal portal, a
legal superstore, and an online vendor directory.
B. The Client seeks assistance in communicating with the
broker-dealer and investment community, and desires to increase
the awareness of its common stock prospects among high producing
retail stockbrokers, market makers, small/micro-cap fund managers
and securities analysts.
C. ITWA specializes in providing public and investor relations
services to assist companies in establishing and maintaining good
relationships with brokerage firms, and in communicating
effectively with investors, shareholders, market makers,
securities analysts and others in the investment community.
D. The Client desires to engage ITWA to provide services in
connection with the financial public relations needs of PCNA.
THEREFORE, the Client hereby engages the services of ITWA and in
consideration of the mutual pledge herein contained, the parties hereby agree as
follows:
1. TERM. This Agreement shall commence on the date first above written and
shall continue until a date twelve (12) months after the date of this
Agreement unless extended by mutual written agreement of the parties to
this Agreement. ITWA has the right to terminate this Agreement in its sole
discretion if Client violates or proposes to violate any applicable federal
or state law, rule or regulation. PCNA may also terminate this Agreement in
its sole discretion. ITWA may terminate this Agreement with prior 30-day
notice in the event that the client should fail to compensate ITWA any or
part of the compensation set forth in Section 5 of this Agreement. ITWA may
terminate Agreement if the payment has not been received by the Client, as
specified under Section 5 of this Agreement, within fifteen (15) days from
the date the payment is due.
<PAGE>
2. SERVICES. ITWA shall provide consulting services to PCNA in connection with
the establishment of good relations by PCNA with the investment community,
which include the following services:
(a) Develop, implement and maintain an ongoing stock market support system
with the general objective of expanding stockbroker awareness of PCNA
activities, and hence to generate interest in PCNA's stock.
(b) Develop, implement and maintain a system to keep existing stockholders
informed with regards to PCNA's activities and potential, build a
national network of stockbrokers who are informed about and interested
in PCNA, and develop leads for select brokers to assist them in their
marketing of PCNA's stock.
(c) Seek to obtain market makers for PCNA's stock.
(d) Seek to obtain analyst coverage and reports with respect to PCNA and
its business, including follow-up coverage when applicable.
Services provided by ITWA are hereby acknowledged by the parties to
this Agreement to be limited to those specified herein and are not intended to
include any securities brokerage services.
3. USE OF AGENTS OR ASSISTANTS. To the extent reasonably necessary to enable
ITWA to perform its duties as set forth in Section 2 hereunder, ITWA shall
be authorized to engage the services of any agent which it deems proper,
and it may further employ, engage, or retain the services of such other
persons or corporations ("Agents") to aid or assist it in the proper
performance of its duties. Any Agents engaged by ITWA shall be subject to
all of the restrictions imposed upon ITWA by this Agreement, and ITWA shall
use its best efforts to ensure that any Agents are bound by the
restrictions.
4. NO GUARANTEE. Nothing in this Agreement or in the ITWA statements to PCNA
will be construed as a guarantee regarding the outcome of PCNA's future
common stock price. ITWA makes no such promises or guarantees. ITWA's
comments regarding the business and future prospects of PCNA, if any, are
expressions of opinion only and are not intended for sale or solicitation
of securities. All opinions and estimates included within any ITWA
literature are for information purposes only and are not intended as an
offer or solicitation with respect to the purchase or sale of any security.
ITWA must comply with SEC guidelines with respect to being compensated for
any financial marketing of PCNA's stock including Section 17(b) of the
Securities Act of 1933.
5. COMPENSATION AND EXPENSE REIMBURSEMENTS. In consideration for its services
pursuant to this Agreement, ITWA shall receive the following compensation
and expense reimbursements:
2
<PAGE>
(A) CASH
The Client will pay to ITWA a fee equal to $6,000 upon the execution
of this Agreement by both parties hereto, $5,000 on the 8th day of
each month for the following two (2) months thereafter, and $3,000 for
the next nine (9) months, for a total of twelve (12) months.
(B) WARRANTS
As additional compensation, PCNA irrevocably grants to ITWA warrants
to purchase 225,000 shares of its common stock (the "Warrants"), fully
vested and immediately exercisable at the prices listed below and
until the expiration dates listed below. The shares underlying the
Warrants shall be subject to restriction from sale, pledge, or
hypothecation for periods of time described below (a "Lock-up"), after
which the shares underlying the Warrants shall be freely salable or
otherwise tradable.
No. of Exercise Lock-up on Warrants
Warrants Price sales until expire after
--------------------------------------------------------------------
25,000 $1.6875 N/A Jan. 7, 2001
25,000 $2.5000 Aug. 8, 1999 Feb. 7, 2001
25,000 $3.0000 Sept. 8, 1999 Mar. 7, 2001
16,667 $3.5000 Oct. 8, 1999 Apr. 7, 2001
16,667 $4.0000 Nov. 8, 1999 May 7, 2001
16,667 $4.5000 Dec. 8, 1999 June 7, 2001
16,667 $5.0000 Jan. 8, 2000 July 7, 2001
16,667 $5.5000 Feb. 8, 2000 Aug. 7, 2001
16,667 $6.0000 Mar. 8, 2000 Sep. 7, 2001
16,667 $6.5000 Apr. 8, 2000 Oct. 7, 2001
16,667 $7.0000 May. 8, 2000 Nov. 7, 2001
16,664 $7.5000 June 8, 2000 Dec. 7, 2001
(i) Protection Against Dilution. If all or any portion of the
Warrants are exercised subsequent to the occurrence of any
stock dividend, stock split, combination or exchange of
shares, reclassification or recapitalization of the Company's
common stock, reorganization of the Company, consolidation
with or merger into or sale or conveyance of all or
substantially all of the Company's assets to another
corporation or any other similar event, the holder of the
Warrants exercising any shall receive, upon exercise of such
Warrant at the exercise price, the aggregate number and class
of shares which such holder would have received if the Warrant
had been exercised immediately prior to such or exchange of
shares, reorganization, consolidation, merger or sale or in
the event of a stock dividend, stock split combination or
recapitalization, the exercise price and the number of shares
issuable upon exercise shall be proportionately adjusted.
(ii) As soon as practicable, PCNA shall at its sole cost, except
any counsel fees of ITWA, file a registration statement on
Form S-3, or other available form, covering the public sale of
the shares of common stock issuable upon exercise of the
3
<PAGE>
Warrants (the "Registerable Securities") and use its best
efforts to have it declared effective with the Securities and
Exchange Commission.
(iii) PCNA shall also:
(A) Supply to ITWA two (2) executed copies of each
registration statement and a reasonable number of
copies of the final prospectus in conformity with
requirements of the Securities Act of 1933 (the
"Act") and the Rules and Regulations promulgated
thereunder and such other documents as ITWA shall
reasonably request.
(B) Use its best efforts to cause the Registerable
Securities to be available to be sold in the State of
New York and registered or qualified under such other
securities acts or blue sky laws of such
jurisdictions as ITWA shall reasonably request as
long as such jurisdictions do not exercise a "merit
review" of the offering and do any and all other acts
and things which may be necessary or advisable to
enable ITWA to consummate such proposed sale or other
disposition of the Registerable Securities in any
such jurisdiction; provided, however, that in no
event shall PCNA be obligated, in connection
therewith, to qualify to do business or to file a
general consent to service of process in any
jurisdiction where it shall not then be qualified.
(C) Keep the registration statement effective until the
expiration date of the Warrants and cooperate in
taking such action necessary to permit the public
sale or other disposition of such Registerable
Securities by ITWA.
(D) Indemnify and hold harmless ITWA and each
underwriter, within the meaning of the Act, who may
purchase from or sell for ITWA, any Registerable
Securities, from and against any and all losses,
claims, damages, and liabilities (including, but not
limited to, any and all expenses whatsoever
reasonably incurred in investigation, preparing,
defending or settling any claim) arising from (1) any
untrue or alleged untrue statement of material fact
contained in any such registration statement or any
prospectus contained therein or delivered thereunder,
or from (2) any omission to state therein a material
fact required to be stated therein or necessary to
make the statements therein not misleading, unless
each untrue statement or omission or such alleged
untrue statement or omission was based upon
information furnished or required to be furnished in
writing to PCNA by ITWA or underwriter expressly for
use therein, which indemnification shall include each
person, if any, who controls ITWA or underwriter
within the meaning of the Act. Provided, however,
that PCNA shall not be so obligated to indemnify ITWA
or underwriter or controlling person unless ITWA and
underwriter shall at the same time indemnify the
Company, its directors, each officer signing any
registration statement or any amendment to any
registration statement and each person, if any, who
controls PCNA within
4
<PAGE>
the meaning of the Act, from and against any and all
losses, claims, damages and liabilities (including,
but not limited to, any and all expenses whatsoever
reasonably incurred in investigation, preparing,
defending or settling any claim) arising from (3) any
untrue or alleged untrue statement of a material fact
contained in the registration statement or any
amendment thereto, or prospectus contained therein or
(4) any omission or alleged omission to state therein
a material fact required to be stated therein or
necessary to make the statements therein not
misleading, but the indemnity of ITWA, underwriter or
controlling person shall be limited to liability
based upon information furnished in writing to PCNA
by ITWA or underwriter or controlling person
expressly for use therein. The indemnity agreement of
PCNA herein shall not inure to the benefit of ITWA or
any such underwriter (or to the benefit of any person
who controls ITWA or such underwriter) on account of
any losses, claims, damages, liabilities (or actions
or proceedings in respect thereof) arising from the
sale of any such Registerable Securities by ITWA or
such underwriter to any person if such underwriter
failed to send or give a copy of the prospectus as
the same may then be supplemented or amended (if such
supplement or amendment shall have been furnished to
ITWA or the underwriter) to such person with or prior
to written confirmation of the sale involved. By its
signature, ITWA agrees to the indemnification
provided above.
(iv) PCNA shall comply with the requirements of Section 5(b)(vi)
and (vii) at its own expense, including legal, accounting,
filing, state qualifications, and printing fees and costs, but
excluding counsel fees for the selling stockholders.
(v) PCNA's obligation under Section 5(b)(vi) and (vii) shall be
conditioned, as to each such public offering, upon a timely
receipt by PCNA in writing of:
(A) Information as to the terms of such public offering
furnished by or on behalf of ITWA or underwriter
intending to make a public distribution of its
Registerable Securities; and
(B) Such other information as PCNA may reasonably require
from ITWA and any underwriter for inclusion in such
registration statement.
6. MISCELLANEOUS EXPENSES. The Client will bear all of the costs relating to
the preparation and presentation of materials to its stockholders and the
investment community, which are not specified under Section 2 of this
Agreement. Client agrees to reimburse ITWA on a monthly basis for all of
the expenses incurred by ITWA that fall outside the scope of services as
identified under Section 2, including but not limited to travel, lodging,
lead generation, advertising, design and print costs, and related expenses.
Provided, however, PCNA's liability for any individual costs shall not
exceed $100 without the express written consent of PCNA's President.
5
<PAGE>
7. DEVOTION OF TIME. ITWA shall devote a substantial amount of its time to the
performance of its duties under this Agreement which is necessary for a
satisfactory performance. Should the Client require additional services not
included in the Agreement, ITWA shall make a reasonable effort to fit such
additional services into its time schedule without decreasing the
effectiveness of its performance or its duties hereunder.
8. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the
subject matter hereof, and no other agreement, statement, or promise
relating to the subject matter of this Agreement which is not contained
herein shall be valid or binding.
9. ASSIGNMENT. Neither this Agreement nor any duties shall be assignable by
ITWA without the prior written consent of the Client, although ITWA may
delegate duties as contemplated in Section 3 herein. In the event of an
assignment by ITWA to which the Client has consented, the assignee or his
legal representative shall agree in writing with the Client to personally
assume, perform, and be bound by the covenants, and agreements contained
herein.
10. SUCCESSORS AND ASSIGNMENT. Subject to the provision regarding assignment,
this Agreement shall be binding on the heirs, executors, administrators,
successors, and assigns of the respective parties.
11. ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or
interpret the provisions of this Agreement, or to collect any amounts
payable pursuant to this Agreement, the prevailing party shall be entitled
to full reimbursement of reasonable attorney's fees and costs in addition
to any other relief to which it may be entitled.
12. GOVERNING LAW. The validity of this Agreement and of any of its terms or
provisions, as well as the rights and duties of the parties hereunder shall
be governed by the law of the State of California.
13. SEVERABILITY. In the event any provision of this Agreement is deemed
unenforceable or ineffective, it shall not affect the enforceability or
effectiveness of any other provision of this Agreement, and all other
provisions of this Agreement shall remain in full force and effect.
14. INDEMNIFICATION. The Client agrees to indemnify and hold ITWA and its
partners, officers, directors, employees, agents and affiliates harmless
from and against any and all loss, claim, damage, liability and expense
(including, without limitation, costs of investigation, legal and other
fees and expenses incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted), to
which ITWA may become subject under the United States or foreign securities
laws or any applicable statute or regulation of jurisdiction, or at common
law (whether tort, contract or any other basis), or otherwise, insofar as
such loss, claim, damage, liability expense arises from, or is based upon,
in whole or in part: (i) a material breach of this Agreement by the Client,
or (ii) an untrue statement of a material fact or omission to state a
material fact, or allegation of an untrue statement of a material fact or
omission to state a material fact, by the Client in any documents or
information provided to the investment
6
<PAGE>
community or to individual investors, which was necessary in order to make
the statements made, in light of the circumstances under which they were
made, not misleading, to the extent such breach, untrue statement or
omission is the cause of the loss, claim, damage, liability or expense.
15. NON-CIRCUMVENTION. ITWA will from time to time introduce potential funding
sources and/or sales agents (collectively, the "Contact" or "Source") to
the Client for the purpose of fulfilling obligation to the Client. The
Client covenants not to circumvent ITWA, either directly or indirectly,
with respect to any Contact/Source introduced to the Client by the ITWA.
16. CONFIDENTIALITY. The parties agree to maintain as confidential, and not to
disclose to any third party without the prior consent of the other party,
any information of a proprietary nature which one party learns from the
other party as part of the necessary process of performing their services
and obligations under this Agreement, other than information (a) which was
already public knowledge at the time it was learned by the party, or which
subsequently came into the public domain through no fault of the receiving
parties; (b) which is necessary or appropriate to disclose in order to
comply with applicable laws, rules and regulations or enable a party to
comply with this Agreement; (c) which was lawfully received by the
receiving party from a third party free of an obligation of confidence to
such third party; (d) which was already in the possession of the receiving
party prior to the receipt thereof, directly or indirectly, from the
disclosing party; (e) which is required to be disclosed in a judicial or
administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted including,
but not limited to, giving the disclosing party as much advance notice of
the possibility of such disclosure as practical so the disclosing party may
attempt to obtain a protective order concerning such disclosure; or (f)
which is subsequently and independently developed by employees,
consultants, or agents of the receiving party without reference to the
confidential information disclosed under this Agreement.
17. EQUITABLE RELIEF. The parties agree that money damages would not be a
sufficient remedy for breach of the Non-Circumvention, confidentiality and
other obligations of this Agreement. Accordingly, in addition to all other
remedies that either party may have, each party shall be entitled to
specific performance and injunctive or other equitable relief as a remedy
for any breach of the non-circumvention, confidentiality and other
obligations of the other party under this Agreement. The defaulting party
agrees to waive any requirement for a bond in connection with any such
injunctive or other equitable relief.
18. NOTICES. Any notices given pursuant to this Agreement shall be in writing
and shall be deemed received by the party to be notified upon personal
delivery, facsimile, air courier, registered mail, return-receipt
requested, or 72 hours after mailing by the notifying party by first class
mail to the address set forth below the party's signature in this
Agreement, or to such other different address as the party shall notify the
other party in writing in accordance with the terms of this Agreement. It
is also set forth in this Agreement that facsimile signatures are
acceptable and bind the Parties to the terms of this Agreement.
7
<PAGE>
19. INDEPENDENT CONTRACTORS. ITWA is an independent contractor with respect to
the Client under this Agreement. No partnership, joint venture, employment
or fiduciary relationship is intended between the parties to this
Agreement. ITWA shall have sole discretion in determining the methods and
means of performing its services under this Agreement, and in supplying the
tools and instruments used by it pursuant to this Agreement.
20. ARBITRATION. ANY CONTROVERSY OR CLAIM OF ANY KIND OR NATURE WITH REGARD TO
THIS AGREEMENT WHETHER CONTRACT, TORT, OR OTHERWISE, SHALL BE SETTLED BY
BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF
THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY
THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE
PARTIES HERETO ACKNOWLEDGE THAT THIS PROVISION AFFECTS THEIR LEGAL RIGHTS
AND AGREE TO BE BOUND UNDER ANY AND ALL CIRCUMSTANCES TO THE DETERMINATION
OF SUCH BINDING ARBITRATION. THE PREVAILING PARTY IN ANY ARBITRATION
INSTITUTED UNDER THIS AGREEMENT SHALL, IN ADDITION TO OTHER REMEDIES, BE
ENTITLED TO BE REIMBURSED BY THE OTHER PARTY FOR ALL EXPENSES OF SUCH
ARBITRATION, INCLUDING REASONABLE ARBITRATOR'S AND ATTORNEYS' FEES.
Executed as of the day and year first above written.
ITWA: INTERWEST ASSOCIATES CLIENT: THE PUBLISHING CO. OF
NORTH AMERICA, INC.
By: /s/ Ajay Anand By: /s/ Peter S. Balise
-------------------------------- --------------------------------
Ajay Anand, Partner Peter S. Balise, President
10 Ima Loa Court, Suite 1000 186 P.C.N.A. Parkway
Newport Beach, CA 92660 Lake Helen, FL 32744
Telephone: (949) 645-8325 Telephone: (904) 228-1000, Ext. 305
Facsimile: (949) 645-8559 Facsimile: (904) 228-0271
8
EXHIBIT 6
---------
September 1, 1999
The Publishing Company of North America, Inc.
186 PCNA Parkway
Lake Helen, FL 32744
Attention: Mr. Peter S. Balise, President
RE: THE PUBLISHING COMPANY OF NORTH AMERICA, INC./FORM S-3
CORRESPONDENCE
Dear Mr. Balise:
You have advised us that The Publishing Company of North America, Inc.
(the "Company") is filing with the United States Securities and Exchange
Commission a Registration Statement on Form S-3 with respect to 225,000 shares
of Common Stock, no par value, issuable upon the exercise of warrants issued to
InterWest Associates.
In connection with the filing of this Registration Statement, you have
requested us to furnish you with our opinion as to the legality of (i) such of
the Company's shares of Common Stock as are presently outstanding; and (ii) such
securities as shall be offered by the Company itself pursuant to the Prospectus
which is part of the Registration Statement.
You have advised us that as of September 1,1999, the Company's
authorized capital consists of 15,000,000 shares of Common Stock, no par value
per share, of which 3,280,720 shares of Common Stock have been issued. You have
further advised us that the Company has received valid consideration for the
issuance of these shares.
After having examined the Company's amended and restated articles of
incorporation, bylaws, minutes, the agreement with InterWest Associates and the
documents incorporated by reference in the Prospectus, we are of the opinion
that (i) the 3,280,720 shares of Common Stock are, and (ii) the 225,000 shares
of Common Stock offered by InterWest Associates will be, when the warrants are
exercised according to their terms and valid consideration received, fully paid
and nonassessable, duly authorized and validly issued.
We consent to the use of our name in the Prospectus under the caption
"Legal Matters".
Very truly yours,
/s/ Michael Harris, P.A.
-------------------------
MICHAEL HARRIS, P.A.
EXHIBIT 23
----------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 333-____________) and related
prospectus of The Publishing Company of North America, Inc. for the registration
of 225,000 shares of its common stock and to the incorporation by reference
therein of our report dated March 3, 1999, with respect to the consolidated
financial statements of The Publishing Company of North America, Inc. included
in its Annual Report (Form 10-KSB) for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------------
Ernst & Young LLP
Orlando, FL
September 2, 1999
