To Become Effective Upon Filing Pursuant to Rule 462.
As filed with the Securities and Exchange Commission on September 9, 1999
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Publishing Company of North America, Inc.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3203301
------------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
186 P.C.N.A. Parkway, Lake Helen, Florida 32744
-----------------------------------------------
(Address of Principal Executive Offices)
1996 Stock Plan
----------------------
(Full title of the plan)
Michael D. Harris, Esq.
Michael Harris, P.A.
1645 Palm Beach Lakes Boulevard, Suite 550
West Palm Beach, Florida 33401
----------------------------------------
(Name and address of agent of service)
(561) 478-7077
----------------------------------------------
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES UNDER THE PLAN:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE (1) REGISTRATION FEE*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
no par value per share 500,000 $2.844 $1,422,000 $395.32
================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) based on the average of the bid and
asked price of the Company's stock on September 7, 1999.
<PAGE>
PRIOR REGISTRATION STATEMENT INCORPORATED BY REFERENCE
The Registration Statement of The Publishing Company of North America,
Inc. (the "Company") on Form S-8, No. 333-27629, as filed with the Securities
and Exchange Commission on May 22, 1997 is hereby incorporated by reference.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
---------
EXHIBIT
NUMBER ITEM
------ ----
4 1996 Stock Plan *
4.1 First Amendment to the 1996 Stock Plan of
The Publishing Company of North America, Inc.
4.2 Second Amendment to the 1996 Stock Plan of
The Publishing Company of North America, Inc.
5 Opinion of Michael Harris, P.A.
24 Consent of Ernst & Young LLP
24.1 Consent of Michael Harris, P.A. **
* Contained in the Registration Statement on Form S-8 File
No. 333-27629 with the Securities and Exchange Commission
on May 22, 1997.
** Contained in the Opinion of Michael Harris, P.A.
Page 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Lake Helen, Florida, on this 7th day of September 1999.
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
By: /s/ Peter S. Balise
-------------------
Peter S. Balise
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement of The Publishing Company of North America, Inc. has been
signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date
- -------------------------- ----------------------- -----------------
/s/ Peter S. Balise Chairman of the Board September 7, 1999
- --------------------------
Peter S. Balise
/s/ James M. Koller Chief Financial Officer September 7, 1999
- -------------------------- (Principal Financial and
James M. Koller Accounting Officer)
/s/ Andrew J. Cahill Director September 3, 1999
- --------------------------
Andrew J. Cahill
/s/ Russell A. Perkins Director September 9, 1999
- --------------------------
Russell A. Perkins
Director
- --------------------------
Richard C. Silver
/s/ J. William Wrigley Director September 7, 1999
- --------------------------
J. William Wrigley
Page 3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER ITEM
------ ----
4 1996 Stock Plan *
4.1 First Amendment to the 1996 Stock Plan of
The Publishing Company of North America, Inc.
4.2 Second Amendment to the 1996 Stock Plan of
The Publishing Company of North America, Inc.
5 Opinion of Michael Harris, P.A.
24 Consent of Ernst & Young LLP
24.1 Consent of Michael Harris, P.A. **
* Contained in the Registration Statement on Form S-8 File
No. 333-27629 with the Securities and Exchange Commission
on May 22, 1997.
** Contained in the Opinion of Michael Harris, P.A.
Page 4
EXHIBIT 4.1
-----------
FIRST AMENDMENT TO THE
1996 STOCK PLAN OF
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
I. Paragraph 4 is hereby deleted and replaced with the following:
4. Common Stock.
-------------
The Common Stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock, no par value, or shares of Common
Stock reacquired by the Company in any manner, including purchase,
forfeiture or otherwise. The aggregate number of shares of Common
Stock which may be issued pursuant to the Plan is 1,000,000
subject to adjustment as provided in Section 14. The maximum
number of Stock Rights which can be granted to any person are not
more than 150,000 shares underlying Stock Rights subject to
adjustment. Any such shares may be issued as ISOs, Non-Qualified
Options or Awards, or to persons or entities making Purchases, so
long as the number of shares so issued does not exceed the
limitations in this Section. If any Stock Rights granted under the
Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable
in whole or in part, or if the Company shall reacquire any
unvested shares issued pursuant to Awards or Purchases, the
unpurchased shares subject to such Stock Rights and any unvested
shares so reacquired by the Company shall again be available for
grants of Stock Rights under the Plan.
EXHIBIT 4.2
-----------
SECOND AMENDMENT TO THE
1996 STOCK PLAN OF
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
I. Section 4 is hereby deleted and replaced with the following:
5. Common Stock.
-------------
The Common Stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock, no par value, or shares of Common
Stock reacquired by the Company in any manner, including purchase,
forfeiture or otherwise. The aggregate number of shares of Common
Stock which may be issued pursuant to the Plan is 1,000,000
subject to adjustment as provided in Section 14. Any such shares
may be issued as ISOs, Non-Qualified Options or Awards, or to
persons or entities making Purchases, so long as the number of
shares so issued does not exceed the limitations in this Section.
If any Stock Rights granted under the Plan shall expire or
terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part,
or if the Company shall reacquire any unvested shares issued
pursuant to Awards or Purchases, the unpurchased shares subject to
such Stock Rights and any unvested shares so reacquired by the
Company shall again be available for grants of Stock Rights under
the Plan.
EXHIBIT 5
---------
September 9, 1999
The Publishing Company of North America, Inc.
186 P.C.N.A. Parkway
Lake Helen, FL 32744-0280
RE: THE PUBLISHING COMPANY OF NORTH AMERICA, INC. / FORM S-8
Dear Sirs:
You have advised us that The Publishing Company of North America, Inc. (the
"Company") is filing with the Securities and Exchange Commission a Registration
Statement on Form S-8 (the "Registration Statement") with respect to 500,000
shares of common stock, no par value per share.
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 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 7, 1999 the Company's authorized
capital consists of 15,000,000 shares of common stock, no par value, of which
4,915,020 shares 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 articles of incorporation, as amended,
bylaws, minutes, the 1996 Stock Plan and the Amendments to the 1996 Stock Plan
of the Company and financial statements incorporated by reference into the
Registration Statement, we are of the opinion that the issued and outstanding
shares of common stock (numbering 3,280,720) are, and the unissued securities to
be offered by the Company itself pursuant to the Registration Statement will be,
when offered and sold fully paid and nonassessable, duly authorized and validly
issued.
Very truly yours,
/s/ Michael Harris, P.A.
------------------------
MICHAEL HARRIS, P.A.
EXHIBIT 24
----------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_____) pertaining to The Publishing Company of North America, Inc.
1996 Stock Plan 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, Florida
September 2, 1999
