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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO FORM S-1
(FILE NO. 333-30102)
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WORLDPAGES.COM, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 76-0549396
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
390 SOUTH WOODS MILL ROAD, SUITE 260, ST. LOUIS, MISSOURI 63017
(314) 205-8668
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------------------
MICHAEL A. PRUSS
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
390 SOUTH WOODS MILL ROAD, SUITE 260
ST. LOUIS, MISSOURI 63017
(314) 205-8668
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
CRAIG A. ADOOR, ESQ.
BLACKWELL SANDERS PEPER MARTIN LLP
720 OLIVE STREET, SUITE 2400
ST. LOUIS, MISSOURI 63101
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If the only securities being registered on this Form are to be 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 a 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 pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH 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 THEREAFTER 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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<PAGE>
PROSPECTUS
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
Subject to Completion dated April 21, 2000
WORLDPAGES.COM, INC.
23,851,281 SHARES OF COMMON STOCK
($.0001 PAR VALUE)
------------------
These shares of our common stock are being offered by the selling
stockholders identified in this prospectus. The selling stockholders may sell
these shares from time to time in brokers' transactions, negotiated
transactions, or otherwise at prices current at the time of sale. We will not
receive any proceeds from these sales.
All expenses of the registration of these shares (other than brokerage
commissions and transfer taxes, which will be paid by the selling stockholders)
will be paid by us. We estimate that the expenses will be $265,000.
Our stock is traded on the New York Stock Exchange under the symbol "WPZ."
On April 20, 2000, the closing sale price of our common stock as reported by the
New York Stock Exchange was $6.9375 per share.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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UNDERWRITING DISCOUNTS PROCEEDS TO SELLING
PRICE TO PUBLIC AND COMMISSIONS STOCKHOLDERS
<S> <C> <C> <C>
Per Share......................... See text above. See text above. See text above.
Total............................. See text above. See text above. See text above.
</TABLE>
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION......................... 1
PROSPECTUS SUMMARY.......................................... 2
RISK FACTORS................................................ 3
USE OF PROCEEDS............................................. 10
SELLING STOCKHOLDERS........................................ 10
PLAN OF DISTRIBUTION........................................ 12
LEGAL MATTERS............................................... 13
EXPERTS..................................................... 13
</TABLE>
ABOUT THIS PROSPECTUS
WorldPages was formerly incorporated under the name Advanced Communications
Group, Inc. and its stock was traded on the New York Stock Exchange under the
symbol "ADG." Shortly after Advanced acquired YPtel Corporation, Web YP, Inc.
and Big Stuff, Inc., it changed the name under the which it was incorporated to
WorldPages.com, Inc. On the date hereof, the symbol under which its common stock
is traded on the New York Stock Exchange is "WPZ."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements and
other information we file at the SEC's public reference room 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 reference room. Our SEC
filings are also available to the public from commercial document retrieval
services and over the Internet at the SEC's website at http://www.sec.gov.
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is any
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until the selling stockholders have sold all the shares:
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<CAPTION>
WORLDPAGES SEC FILINGS (FILE NO. 001-13875) PERIOD
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<S> <C>
Annual Report on Form 10-K................... Year ended December 31, 1999
Current Reports on Form 8-K.................. Filed January 14, 1999, April 14, 1999, July 29,
1999, December 6, 1999, January 6, 2000, March 9,
2000 and April 21, 2000
</TABLE>
If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through us or the SEC.
Documents incorporated by reference are available from WorldPages without
charge, excluding all exhibits unless we have specifically incorporated an
exhibit by reference. Stockholders may obtain documents incorporated by
reference in this prospectus by requesting them in writing or by telephone from
WorldPages at the following address or telephone number:
WorldPages.com, Inc.--Investor Relations
390 South Woods Mill Road, Suite 260
St. Louis, Missouri 63017
(314) 205-8668
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in WorldPages. You should read this entire
prospectus carefully.
WORLDPAGES
Beginning with its initial public offering in February 1998, WorldPages was
a yellow pages publisher and a telecommunications service provider operating a
local exchange carrier providing integrated telecommunications services. In
April 1999, as a result of its inability to adequately fund its
telecommunications operations, WorldPages determined to change its business
strategy to focus on its profitable yellow pages advertising segment and to
expand into internet directory services. WorldPages pursued this new strategy by
selling its telecommunications operations in November 1999 and acquiring YPtel
Corporation, Web YP, Inc. and Big Stuff, Inc. in February 2000. This February
acquisition increased WorldPages' yellow pages publishing business as well as
expanded its operations to include providing internet directory services.
WorldPages is one of the largest independent yellow pages publishers in the
United States. It publishes and distributes approximately 6.6 million yellow
pages directories annually in 42 markets in Texas, Oklahoma, California,
Washington, Oregon, Utah and Arizona. WorldPages also designs and produces
websites for businesses and operates a website designed to bring buyers and
sellers together.
WorldPages' headquarters are located at 390 South Woods Mill Road,
Suite 260, St. Louis, Missouri. Its telephone number is (314) 205-8668.
SHARES OF WORLDPAGES COMMON STOCK TO BE SOLD BY SELLING STOCKHOLDERS
The selling stockholders individually identified under the caption "Selling
Stockholders" offer for sale 23,851,281 shares of common stock of WorldPages.
The selling stockholders received their shares either directly or indirectly in
connection with the formation of WorldPages in February 1998, directly or
indirectly in connection with WorldPages' acquisition of YPtel, Web YP and
Big Stuff in February 2000, or will receive shares upon exercise of options.
THE OFFERING
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<S> <C>
Shares Offered by Selling Stockholders:...... 23,851,281
Total Shares Outstanding after the
Offering:.................................. 44,237,541(1)
Use of Proceeds:............................. WorldPages will not receive any of the
proceeds from the sale of shares of
WorldPages common stock by the selling
stockholders.
</TABLE>
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(1) Included in these shares are the 23,851,281 to be sold by the selling
stockholders, and 3,117,786 additional shares to be issued upon conversion
of convertible securities, options and warrants issued in connection with
WorldPages' acquisition of YPtel, Web YP and Big Stuff in February 2000.
These additional securities must be converted into WorldPages common stock
before the stock may be sold.
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RISK FACTORS
You should carefully consider the risks and uncertainties described below in
conjunction with the other information contained in this prospectus before
purchasing shares of our common stock.
IF WORLDPAGES IS UNABLE TO FIND ADDITIONAL SOURCES OF FINANCING, IT MAY BE
UNABLE TO IMPLEMENT ITS STRATEGIC PLAN.
WorldPages may need additional capital to implement both its plans to
acquire other yellow pages publishers and to implement its Internet directory
strategy.
WORLDPAGES MAY NOT BE ABLE TO ACHIEVE OR SUSTAIN PROFITABILITY.
Although WorldPages' print yellow pages businesses are profitable,
WorldPages expects to generate losses in its Internet operations while it
further develops that business. There can be no assurance that WorldPages will
be able to sufficiently increase its revenue base or achieve and sustain
profitability and generate sufficient cash flow to meet its working capital,
capital expenditure and debt service requirements. The inability to increase
revenue and generate sufficient cash flow may have a material adverse effect on
WorldPages.
WORLDPAGES' LARGE DEBT BALANCE COULD SIGNIFICANTLY AND MATERIALLY AFFECT
WORLDPAGES' PLANS TO IMPLEMENT ITS NEW BUSINESS FOCUS, STRATEGY AND DIRECTIONS.
This large debt balance could:
- limit the ability of WorldPages to obtain additional financing for its
working capital, capital expenditure and debt service requirements or
other purposes;
- require that a substantial portion of WorldPages' cash flow from
operations, if any, be dedicated to the payment of principal and interest
on its indebtedness;
- limit its flexibility in planning, or reacting to, changes in its
business;
- make WorldPages' debt load higher than some of its competitors, which may
place it at a competitive disadvantage;
- make it more difficult for WorldPages to meet its obligations; and
- make WorldPages more vulnerable to a downturn in its business or in the
markets in which it operates.
WORLDPAGES' STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE AND INVESTORS
MAY LOSE A SIGNIFICANT PORTION OF THEIR VALUE IN THEIR INVESTMENT IN WORLDPAGES'
COMMON STOCK.
WorldPages' stock price could be subject to wide fluctuations in response to
factors such as the following:
- the addition or loss of affiliates or content providers;
- conditions or trends in the Internet and e-commerce industries; and
- changes in the market valuations of other Internet, online service or
software companies.
In addition, the market for Internet and technology company stocks has
experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of these companies. These broad
market and industry factors may materially and adversely affect WorldPages'
stock price, regardless of its operating performance. The trading prices of the
stocks of many technology companies are at or near historical highs and reflect
price-earnings ratios substantially above historical levels. These trading
prices and price-earnings ratios may not be sustained.
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EXPECTED BENEFITS OF THE ACQUISITIONS MAY NOT BE REALIZED WHICH MAY ADVERSELY
AFFECT EXPECTED EARNINGS AND THE MARKET PRICE OF WORLDPAGES' COMMON STOCK.
If WorldPages is not able to effectively integrate its technology,
operations and personnel in a timely and efficient manner, then the benefits of
acquiring YPtel, Web YP and Big Stuff will not be realized. In particular, if
the integration is not successful:
- WorldPages may not achieve the expected results from the acquisition of
YPtel, Web YP and Big Stuff;
- WorldPages may lose key personnel; and
- WorldPages may not be able to retain key business relationships.
The expected benefits of the February 2000 acquisitions may not be realized
to the extent and within the time frame expected by investors or financial
analysts and thus may adversely affect expected earnings and the market price of
WorldPages' common stock.
THE ARRANGEMENTS REQUIRED TO PERMIT THE STOCKHOLDERS OF YPTEL WHO ARE CANADIAN
RESIDENTS TO TRANSFER THEIR YPTEL STOCK TO WORLDPAGES ON A TAX-DEFERRED BASIS
COULD RESULT IN SUBSTANTIAL RESTRICTIONS ON WORLDPAGES' ABILITY TO EXECUTE
TRANSACTIONS THAT MIGHT OTHERWISE BE IN THE BEST INTERESTS OF WORLDPAGES' OTHER
STOCKHOLDERS.
As described below, the terms of the various agreements and certain
securities issued to stockholders of YPtel contain numerous restrictions.
THE EXCHANGEABLE SHARE STRUCTURE REPRESENTS A SIGNIFICANT RESTRICTION ON
WORLDPAGES' FUTURE ABILITY TO PAY CASH OR STOCK DIVIDENDS ON WORLDPAGES
COMMON STOCK.
Shareholders of YPtel were issued Class A special shares by ACG Exchange
Company, a wholly-owned Nova Scotia subsidiary of WorldPages, which are
exchangeable on a one-for-one basis for WorldPages' common stock. Under the
acquisition terms and the share provisions by which the Class A Special Shares
were created, if WorldPages wishes to issue either a cash dividend or a stock
dividend on shares of WorldPages common stock, it is required to cause ACG
Exchange Company to issue an economically equivalent dividend to the holders of
the Class A Special Shares. The negative Canadian tax consequences of that
dividend could have the effect of making the whole dividend transaction cost
prohibitive to WorldPages.
THE EXCHANGEABLE SHARE STRUCTURE REPRESENTS A SIGNIFICANT RESTRICTION ON
WORLDPAGES' FUTURE ABILITY TO ENGAGE IN A TRANSACTION INVOLVING THE SALE OF
ITS SHARES AND ASSETS. EVEN IF WORLDPAGES IS ABLE TO ENGAGE IN THE
TRANSACTIONS, THE COMPLICATED STRUCTURE OF THE CLASS A SPECIAL SHARES COULD
RESULT IN A POTENTIAL PURCHASER DECREASING THE AMOUNT PER WORLDPAGES SHARE
IT WOULD BE WILLING TO PAY FOR WORLDPAGES.
MERGERS. The terms of the acquisition of YPtel also restrict the ability of
WorldPages to engage in merger transactions with other companies unless the
WorldPages board of directors has used its best efforts to provide comparable
treatment between the holders of WorldPages common stock and the holders of
Class A Special Shares, taking into account the general tax effect of such
merger upon such holders, respectively, and economic equivalency.
A merger partner or acquirer willing to agree to continue the tax deferral
arrangement of the Class A Special Shares for the balance of the 5-year period
may offer a lower price or value for that reason. WorldPages believes that
potential acquirors or merger partners will be reluctant to agree to the
restrictions referenced above and the other restrictions contained in the
Exchange and Voting Trust Agreement, the Support Agreement and the Class A
Special Shares provisions.
- In a merger involving the exchange of other stock for WorldPages common
stock, if the merger partner or acquirer is unwilling to continue the tax
deferral arrangement provided by the ACG Exchange Company/Class A Special
Share structure, this could result in holders of Class A
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Special Shares being allocated a higher per share consideration than
holders of WorldPages common stock in the merger.
- If the merger consideration is all cash to both holders of WorldPages
common stock and holders of Class A Special Shares, however, the same per
share cash consideration will be applicable to both groups.
SPINOFFS. It may be impossible to structure a stock spin-off to
stockholders of WorldPages during the time the Class A Special Shares are
outstanding.
THE EXCHANGEABLE SHARE STRUCTURE COULD RESULT IN A SIGNIFICANT COST IN
OBTAINING CONSENTS FROM THE HOLDERS OF CLASS A SPECIAL SHARES.
Most of the restrictions noted above are not applicable if WorldPages is
able to obtain the consent of the requisite majority of holders of the Class A
Special Shares to the actions WorldPages desires to take, but in many cases
obtaining such consent may not be easy or itself may require costly payments and
the need for significant tax and legal advice to determine how or if the
transaction can be structured and the applicable tax consequences to the various
parties.
WEB YP HAS A LIMITED OPERATING HISTORY.
Web YP, WorldPages' Internet services subsidiary, has had a very limited
operating history, and has incurred net losses since inception of operations in
January 1998. At December 31, 1999, Web YP had an accumulated deficit of
approximately $6.2 million. WorldPages expects Web YP to incur significant
operating losses on a quarterly basis in the future. Therefore, WorldPages'
internet services business may never be profitable. WorldPages' prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as Internet services.
THE INTERNET BUSINESS MODEL IS EVOLVING AND UNPROVEN AND MAY NOT BE SUCCESSFUL,
IN WHICH CASE WORLDPAGES' STOCK PRICE MAY BECOME DEPRESSED.
WorldPages' Internet business strategy is to facilitate transactions through
advertising, website production and design, and e-commerce between buyers and
sellers worldwide by establishing a premier Internet yellow pages network that
is integrated with local print yellow pages directories. WorldPages' business
model is relatively new to the Internet, is unproven and is likely to continue
to evolve. Accordingly, WorldPages' business model may not be successful and
WorldPages may need to change it. WorldPages' ability to generate significant
advertising and e-commerce revenues by promoting its advertisers' business
through its yellow pages website will depend, in part, on its ability to attract
site traffic and provide its advertisers with the necessary tools to transact
commerce on the Internet. WorldPages intends to continue to develop its business
model as it explores opportunities internationally and in new and unproven areas
such as e-commerce and to provide content and e-commerce solutions for emerging
Internet applications. If WorldPages does not effectively execute its strategy,
WorldPages' business will suffer and may never achieve or sustain profitability.
IF THE COMMERCIAL USE OF THE INTERNET DOES NOT DEVELOP, OR IF THE INTERNET DOES
NOT DEVELOP AS AN EFFECTIVE AND MEASURABLE MEDIUM FOR ADVERTISING, WORLDPAGES'
BUSINESS WILL SUFFER.
Most advertising agencies and potential advertisers, particularly local
advertisers, have only limited experience advertising on the Internet and have
not devoted a significant portion of their advertising expenditures to Internet
advertising. As the Internet evolves, advertisers may find Internet advertising
to be a less effective means of promoting their products and services relative
to traditional methods of advertising and may not continue to allocate funds for
Internet advertising. Fluid and intense competition in the sale of advertising
on the Internet has led different vendors to quote a wide range of rates and to
offer a variety of pricing models for various advertising services. As a result,
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WorldPages may have difficulty projecting future advertising revenues and
predicting which pricing models advertisers will adopt. In addition, if a large
number of consumers use "filter" software programs that limit or remove
advertising from the Internet, advertisers may choose not to advertise on the
Internet.
TO THE EXTENT THAT THE PRINT YELLOW PAGES BUSINESS MAY NOT BE AS PROFITABLE AS
IT HAS BEEN HISTORICALLY, NET INCOME MAY BE ADVERSELY AFFECTED.
The print yellow pages business will be the platform for growth for
WorldPages. The expansion of business will depend upon the ability of management
to successfully implement its strategy. A substantial portion of historical
growth has resulted from the introduction of new directories. Although one of
the strategies for achieving its financial objectives is increasing the number
of its directories and the local markets which they serve, there can be no
assurance that historical success in establishing new directories will continue.
Management intends to continue to seek out opportunities for future expansion
through the acquisition of yellow pages businesses, but there can be no
assurance that WorldPages will be able to identify, negotiate and consummate
acquisitions on satisfactory terms, if at all. There is no assurance that new
acquisitions or new directories can be operated profitably or integrated
successfully into WorldPages' operations. Furthermore, start-ups and
acquisitions require substantial attention from and place substantial demands
upon senior management, which may divert attention from and adversely impact
their ability to manage existing businesses.
CHANGING TECHNOLOGY AND NEW PRODUCT DEVELOPMENT MAY CAUSE A REDUCTION IN THE USE
OF WORLDPAGES' PRODUCTS AND SERVICES. THIS WOULD NEGATIVELY IMPACT NET PROFITS
OR MAY RESULT IN LOSSES.
The yellow pages directory business is subject to changes arising from
developments in technology, including information distribution methods, and
users' technological preferences. As a result of these factors, WorldPages'
growth and future financial performance may depend upon its ability to develop
and market new products and services and create new distribution channels, while
enhancing existing products, services and distribution channels, in order to
accommodate the latest technological advances and user preferences. WorldPages
intends to use the Internet as a distribution channel for its products and
services and expects that, over the long-term, the use of the Internet will be
at least as important to the combined companies as print directories. The
increasing use of the Internet by consumers as a means to transact commerce may
result in new technologies being developed and services provided that could
compete with WorldPages' products and services. There can be no assurance that
WorldPages will be successful in any attempt to provide its services over the
Internet. A failure by WorldPages to anticipate or respond adequately to changes
in technology and user preferences, or an inability to finance the necessary
capital expenditures, could have a material adverse effect on WorldPages'
business, operating results and financial condition.
MANY OF WORLDPAGES' COMPETITORS HAVE GREATER FINANCIAL RESOURCES THAN
WORLDPAGES, WHICH MAY LIMIT WORLDPAGES' ABILITY TO COMPETE EFFECTIVELY FOR
ADVERTISING AND FUTURE ACQUISITIONS AND ADVERSELY AFFECT ITS NET INCOME.
The yellow pages directory industry is competitive. WorldPages competes with
large telephone utilities and to a lesser extent with independent yellow pages
publishers. There are over 225 independent yellow pages publishers operating in
competition with telephone utilities throughout the United States. Telephone
utility competitors are larger and have greater financial resources than
WorldPages. Other media in competition with yellow pages for local business and
professional advertising include newspapers, radio, television, billboards and
direct mail. There can be no assurance that WorldPages will be able to compete
effectively with these other firms for advertising or acquisitions in the
future.
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IF WORLDPAGES FAILS TO ENTER INTO AND MAINTAIN SATISFACTORY ARRANGEMENTS WITH
CONTENT PROVIDERS, WORLDPAGES' BUSINESS WILL SUFFER.
Web YP typically licenses content under short-term arrangements that do not
require royalties or other fees for the use of the content. However, Web YP may
enter into revenue-sharing arrangements with certain content providers, and it
pays certain content providers and web portals a one-time fee and/or a fee for
each query from Web users. WorldPages expects that, in the future, certain of
Web YP's content providers and web portals will likely demand a greater portion
of advertising revenues or will increase the fees that they charge for their
content.
THE PRINT AND INTERNET YELLOW PAGES INDUSTRIES ARE EXPERIENCING CONSOLIDATION,
WHICH COULD LIMIT ACCESS TO CONTENT, REDUCE ADVERTISING, REDUCE THE CUSTOMER
BASE OR HARM THE BUSINESS.
The print and Internet yellow pages industries have recently experienced
consolidation. This consolidation is expected to continue. Industry
consolidation could affect the combined companies in a number of ways,
including:
- companies from whom WorldPages intends to acquire content could be
acquired by one of their competitors and stop selling content to the
combined companies;
- WorldPages' customers could be acquired by one or more of their
competitors and stop buying advertising from the combined companies; and
- WorldPages' customers could merge with other customers, which could reduce
the size of the combined companies' customer base.
This consolidation in both the print and Internet industries could harm the
combined companies' business.
WORLDPAGES MAY BECOME A TARGET OR AN ACQUIROR THAT COULD RESULT IN YOUR
INVESTMENT IN WORLDPAGES BEING CONVERTED INTO AN INVESTMENT IN ANOTHER COMPANY.
From time to time, WorldPages has held discussions with potential strategic
investors who have expressed an interest in making an investment in, or in
acquiring WorldPages. WorldPages has no current agreements understandings or
commitments to be acquired by another company. However, given the dynamic nature
of the print and internet yellow pages industry, and the strategic alliances
which have occurred to date, WorldPages believes that with the acquisitions of
YPtel, Web YP and Big Stuff, it may be viewed as an attractive acquisition
candidate. Because of the way such acquisitions are often structured,
stockholders of WorldPages could find themselves being offered and potentially
having to accept stock of the acquiror in exchange for their shares of
WorldPages. Even in a strategic joint venture arrangement, stockholders of
WorldPages could find that the value of their investment in WorldPages may
depend on the operational ability of WorldPages' venture partner.
WORLDPAGES' SUCCESSFUL IMPLEMENTATION OF ITS NEW BUSINESS FOCUS, STRATEGY AND
DIRECTION MAY BE NEGATIVELY AFFECTED AS NEW MANAGEMENT DEVOTES TIME AND
ATTENTION TO LEARNING ABOUT WORLDPAGES AND AS IT ATTEMPTS TO INTEGRATE THE
COMBINED COMPANIES.
Much of the management of WorldPages is new to the company. Although this
new management personnel are experienced executives in the yellow pages
publishing and Internet directory industries, they have little employment
experience with and only a limited background knowledge of WorldPages. This
limited experience with the company could divert their attention from
implementing WorldPages' new business focus, strategy and direction as they
spend time learning about the company, and becoming acquainted with and learning
to work with the other new members of the management team as well as with
existing management. Also many of the employees are new to WorldPages and the
management team will have to become acquainted with and integrate the new
employees into the company.
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In addition to personnel changes, the attention of the new management team
may be diverted as it learns and tries to integrate the policies, procedures and
processes of the companies acquired in the February 2000 acquisitions. Each
company has its own accounting systems, information systems, credit policies,
billing policies, collection policies and other policies that management will
have to integrate to make the combined companies operate smoothly and
efficiently.
A less tangible, but not less important, issue will be integrating the
cultures of the combining companies, including the expectations and desires of
management and employees alike. Human resources policies and other policies
affecting the employees will have to be melded to help create a productive
working environment. The integration described in this paragraph and in the
immediately preceding one, if not implemented properly, could seriously and
adversely impact WorldPages' operations and its ability to realize the profit
potential from the February acquisition.
WORLDPAGES WILL BECOME INCREASINGLY RELIANT UPON INTERNALLY DEVELOPED SOFTWARE
AND SYSTEMS WHICH MAY CONTAIN ERRORS AND WHICH MUST BE EXPANDED AND UPGRADED.
WORLDPAGES' INABILITY TO CORRECT ANY ERRORS OR TO EXPAND OR UPGRADE ITS SOFTWARE
AND SYSTEMS COULD AFFECT ITS ABILITY TO COMPETE.
WorldPages must expand and upgrade its technology, transaction-processing
systems and network infrastructure if the volume of traffic on its website or
its affiliates' websites increases substantially. In addition, as WorldPages
expands into e-commerce, it may have to significantly modify its systems.
WorldPages could experience periodic temporary capacity constraints, which may
cause unanticipated systems disruptions, slower response times and lower levels
of customer service. WorldPages may be unable to accurately project the rate or
timing of increases, if any, in the use of its content services or to expand and
upgrade its systems and infrastructure to accommodate these increases in a
timely manner. Any inability to do so could harm WorldPages' business.
IF THE PERFORMANCE AND RELIABILITY OF THE INTERNET DIMINISH, WORLDPAGES COULD
LOSE ADVERTISING AND E-COMMERCE REVENUES.
WorldPages' success in its internet business will depend, in large part, on
other companies maintaining the Internet infrastructure. In particular, it will
rely on the ability of other companies to maintain a reliable network backbone
that provides adequate speed, data capacity and security and to develop products
that enable reliable Internet access and services. If the Internet continues to
experience significant growth in the number of users, frequency of use and
amount of data transmitted, the Internet infrastructure may be unable to support
the demands placed on it, and the Internet's performance or reliability may
suffer as a result of this continued growth. In addition, the Internet could
lose its commercial viability as a form of media due to delays in the
development or adoption of new standards and protocols to process increased
levels of Internet activity. Any such degradation of Internet performance or
reliability could cause advertisers to reduce their Internet expenditures. If
other companies do not develop the infrastructure or complementary products and
services necessary to establish and maintain the Internet as a viable commercial
medium, or if the Internet does not become a viable commercial medium or
platform for advertising, promotions and electronic commerce, the business of
WorldPages would suffer.
BREACHES IN THE SECURITY OF WORLDPAGES' NETWORK COULD DAMAGE ITS REPUTATION AND
SUBJECT IT TO LIABILITY AND BUSINESS LOSSES.
WorldPages' networks may be vulnerable to unauthorized access by hackers or
others, computer viruses and other disruptive problems. Someone who is able to
circumvent security measures could misappropriate WorldPages' proprietary
information or cause interruptions in its Internet operations which could harm
its business. WorldPages may need to expend significant capital or other
resources protecting against the threat of security breaches or alleviating
problems caused by breaches. Persons may be able to circumvent the measures that
WorldPages implements in the future. Eliminating computer viruses and
alleviating other security problems may require interruptions, delays or
cessation
8
<PAGE>
of service to users accessing web pages that deliver WorldPages' content
services, any of which would harm its business.
Users of online commerce services are highly concerned about the security of
transmissions over public networks. Concerns over security and the privacy of
users may inhibit the growth of the Internet and other online services
generally, and the web in particular, especially as a means of conducting
commercial transactions. Users could possibly circumvent the measures that
WorldPages takes to protect customer transaction data. To the extent that
WorldPages' activities involve the storage and transmission of proprietary
information, such as credit card numbers, security breaches could damage
WorldPages' reputation and expose it to a risk of loss or litigation and
possible liability. Any compromise of WorldPages' security could harm its
business.
WORLDPAGES MAY BE SUBJECT TO LIABILITY FOR INFORMATION CONTAINED IN ITS PRINT
AND INTERNET DIRECTORIES.
WorldPages obtains content from third parties. When it aggregates,
syndicates and distributes this content over the Internet, WorldPages may be
held liable for the information that is contained in that content. This could
subject WorldPages to legal claims for such things as defamation, negligence,
intellectual property infringement and product or service liability. Many of the
agreements by which WorldPages obtains content do not contain indemnity
provisions in its favor. Even if a given contract does contain indemnity
provisions, these provisions may not cover a particular claim. While WorldPages
carries general business insurance, this coverage may be inadequate in amount or
may not cover asserted claims. Even if an asserted claim is defeated, WorldPages
may incur substantial legal fees and expenses and diversion of management time
and attention.
In addition, individuals whose names appear in the WorldPages' yellow pages
and white pages directories have occasionally contacted WorldPages. These
individuals believed that their phone numbers and addresses were unlisted, and
WorldPages directories are not always updated to delete phone numbers or
addresses when they are changed from listed to unlisted. While WorldPages has
not received any claims from these individuals, it may receive claims in the
future. Any liability that WorldPages incurs as a result of content that it
receives from third parties could harm its financial results.
THIS PROSPECTUS STATEMENT CONTAINS FORWARD-LOOKING INFORMATION; ACTUAL RESULTS
MAY BE MATERIALLY AND ADVERSELY DIFFERENT THAN THE FORWARD-LOOKING INFORMATION.
Forward-looking statements in this prospectus include "forward-looking
statements" within the meaning of Section 27a of the Securities Act of 1933, as
amended, and Section 21e of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in this prospectus
may constitute forward-looking statements. In addition, forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," or "continue" or the negative thereof or variations thereon or
similar terminology are intended to identify forward-looking statements.
Although WorldPages believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from WorldPages' expectations are disclosed
in this prospectus, including without limitation in conjunction with the
forward-looking statements included in this prospectus under "Risk Factors".
9
<PAGE>
USE OF PROCEEDS
WorldPages will not receive any of the proceeds from the sale of the shares
by the selling stockholders pursuant to this prospectus.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
selling stockholders:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF SHARES
SHARES OWNED SHARES TO BE TO BE OWNED
NAME PRIOR TO SALE SOLD AFTER SALE(13)
- ---- ------------- ------------ ----------------
<S> <C> <C> <C>
Richard O'Neal(2)............................... 888,700(1)(3) 888,700
1,663,788(4) 1,663,788 0
2,549,091(5) 2,549,091
Richard Reid(6)................................. 145,455(6) 145,455 0
1,663,787(4) 1,663,787
WPI World Pages, Inc............................ 231,813(4) 231,813 0
Lelani Bluner................................... 18,466(4) 18,466 0
Nick Wilson..................................... 6,155(4) 6,155 0
Elise Wilson.................................... 1,231(4) 1,231 0
Jack Austin..................................... 64,630(4) 64,630 0
Rick Klein...................................... 338,537(4) 338,537 0
Jack Tracht..................................... 107,716(4) 107,716 0
Kent Hinkson.................................... 49,242(4) 49,242 0
Rodney Weaver................................... 61,552(4) 61,552 0
Robert Terek.................................... 61,552(4) 61,552 0
Timothy Dick.................................... 123,104(4) 123,104 0
Adam Ayala...................................... 30,776(4) 30,776 0
Bryan Reid...................................... 30,776(4) 30,776 0
Scott Reid...................................... 30,776(4) 30,776 0
Terry Frink..................................... 30,776(4) 30,776 0
April Watkins................................... 30,776(4) 30,776 0
Larry C. Baldwin................................ 710,227(5) 710,227 0
Steve A. Sparks................................. 198,864(5) 198,864 0
Ronald R. Baldwin............................... 198,864(5) 198,864 0
Ronnie Emanuel.................................. 142,045(5) 142,045 0
Robert F. Benton................................ 30,000(7) 30,000 0
Rod K. Cutsinger................................ 3,894,337 3,894,337
45,000 45,000
30,000(7) 30,000 0
Marvin C. Moses................................. 30,000(7) 30,000 0
George Anderson(8).............................. 10,000(9) 10,000 0
Robert Flynn(8)................................. 5,000(6) 5,000 0
Wilmot Matthews(8).............................. 30,000(9) 30,000 0
Nicholas Ross(10)............................... 10,000(6) 10,000 0
Max Gotlieb(11)................................. 20,000(9) 20,000 0
ACG 1 Limited Partnership....................... 99,863(12) 99,863 0
ACG 2 Limited Partnership....................... 36,925(12) 36,925 0
ACG 3 Limited Partnership....................... 145,884(12) 145,884 0
ACG 4 Limited Partnership....................... 211,996(12) 211,996 0
ACG 5 Limited Partnership....................... 114,155(12) 114,155 0
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF SHARES
SHARES OWNED SHARES TO BE TO BE OWNED
NAME PRIOR TO SALE SOLD AFTER SALE(13)
- ---- ------------- ------------ ----------------
<S> <C> <C> <C>
ACG 6 Limited Partnership....................... 101,910(12) 101,910 0
ACG 7 Limited Partnership....................... 25,793(12) 25,793 0
ACG 8 Limited Partnership....................... 552,374(12) 552,374 0
ACG 9 Limited Partnership....................... 36,925(12) 36,925 0
ACG 10 Limited Partnership...................... 181,587(12) 181,587 0
ACG 11 Limited Partnership...................... 144,484(12) 144,484 0
ACG 12 Limited Partnership...................... 69,955(12) 69,955 0
ACG 13 Limited Partnership...................... 124,894(12) 124,894 0
ACG 14 Limited Partnership...................... 36,925(12) 36,925 0
ACG 15 Limited Partnership...................... 218,512(12) 218,512 0
ACG 16 Limited Partnership...................... 93,671(12) 93,671 0
ACG 17 Limited Partnership...................... 51,169(12) 51,169 0
ACG 18 Limited Partnership...................... 461,220(12) 461,220 0
ACG 19 Limited Partnership...................... 93,671(12) 93,671 0
ACG 20 Limited Partnership...................... 23,705(12) 23,705 0
ACG 21 Limited Partnership...................... 499,493(12) 499,493 0
ACG 22 Limited Partnership...................... 25,793(12) 25,793 0
ACG 23 Limited Partnership...................... 36,925(12) 36,925 0
ACG 24 Limited Partnership...................... 76,545(12) 76,545 0
ACG 25 Limited Partnership...................... 239,345(12) 239,395 0
ACG 26 Limited Partnership...................... 101,482(12) 101,482 0
ACG 27 Limited Partnership...................... 101,910(12) 101,910 0
ACG 28 Limited Partnership...................... 109,554(12) 109,554 0
ACG 29 Limited Partnership...................... 93,671(12) 93,671 0
ACG 30 Limited Partnership...................... 154,781(12) 154,781 0
ACG 31 Limited Partnership...................... 164,012(12) 164,012 0
ACG 32 Limited Partnership...................... 97,474(12) 97,474 0
ACG 33 Limited Partnership...................... 69,955(12) 69,955 0
ACG 34 Limited Partnership...................... 69,955(12) 69,955 0
ACG 35 Limited Partnership...................... 339,699(12) 339,699 0
ACG 36 Limited Partnership...................... 101,482(12) 101,482 0
ACG 37 Limited Partnership...................... 69,955(12) 69,955 0
ACG 38 Limited Partnership...................... 69,955(12) 69,955 0
ACG 39 Limited Partnership...................... 275,148(12) 275,148 0
ACG 40 Limited Partnership...................... 481,964(12) 481,964 0
ACG 41 Limited Partnership...................... 1,278,132(12) 1,278,132 0
ACG 42 Limited Partnership...................... 1,280,132(12) 1,280,132 0
BAR 1 Holdings Inc.............................. 892,585(12) 892,585 0
BAR 2 Holdings Inc.............................. 720,344(12) 720,344 0
BAR 3 Holdings Inc.............................. 785,569(12) 785,569 0
BAR 4 Holdings Inc.............................. 984,606(12) 984,606 0
BAR 5 Holdings Inc.............................. 912,165(12) 912,165 0
BAR 6 Holdings Inc.............................. 903,759(12) 903,759 0
BAR 7 Holdings Inc.............................. 18,971(12) 18,971 0
BAR 8 Holdings Inc.............................. 18,971(12) 18,971 0
BAR 9 Holdings Inc.............................. 1,200,000(12) 1,200,000 0
</TABLE>
- ------------------------
(1) Acquired in connection with the acquisition of the operating companies in
February 1998.
11
<PAGE>
(2) Chairman and acting chief executive officer of WorldPages since
November 9, 1998 and director and President-Directory Services Group of
WorldPages, since February 18, 1998. Founder of WorldPages' subsidiary,
Great Western. Director and president of Great Western from 1984 to
present.
(3) Includes warrants of purchase 469,020 shares of WorldPages common stock. A
trustee for Mr. O'Neal's children owns 189,020 of these warrants. Also
includes 18,758 shares of common stock subject to stock options that are
immediately exercisable.
(4) Acquired in connection with WorldPages' acquisition of Web YP and Big
Stuff. WPI has advised WorldPages that it intends to distribute its
WorldPages shares set forth on this table to its stockholders as a
dividend. Accordingly, this prospectus also covers the resale of such
WorldPages shares by those stockholders.
(5) Acquired in exchange for certain indebtedness of Big Stuff and Web YP and
the redemption of the 5% subordinated notes, issued by WorldPages.
(6) Former shareholder of Web YP. Mr. Reid's shares were acquired in exchange
for certain indebtedness of Big Stuff and Web YP.
(7) Warrants to purchase WorldPages common stock acquired in connection with
the acquisition of YPtel, Web YP and Big Stuff.
(8) Former director of YPtel: Director of WorldPages pursuant to the
acquisition of YPtel by WorldPages.
(9) To be issued upon exercise of warrants to be issued to replace warrants to
purchase common shares of YPtel.
(10) Former director of YPtel.
(11) Former officer of YPtel.
(12) Acquired Class A Special Shares of ACG Exchange Company, an indirect
wholly-owned Nova Scotia subsidiary of WorldPages, in connection with the
February 2000 acquisitions. The Class A Special Shares are exchangeable on
a one-for-one basis for the shares of WorldPages common stock indicated.
(13) After the offering, Mr. O'Neal, who is WorldPages' chairman of the board
and chief executive officer, will own 2.0% of WorldPages common stock. All
other selling stockholders will own less than 1% of WorldPages common
stock.
PLAN OF DISTRIBUTION
WorldPages is registering the common stock covered by this prospectus for
selling stockholders. As used in this prospectus, "selling stockholders"
includes the donees, pledgees, transferees or others who may later hold the
selling stockholders' interest. WorldPages will pay the costs, expenses and fees
in connection with registering the common stock, but the selling stockholders
will pay any brokerage commissions, discounts or other expenses attributable to
the sale of common stock.
The selling stockholders may sell the common stock from time to time in one
or more types of transactions (which may include block transactions), on the New
York Stock Exchange, or other exchange on which the common stock may be listed
for trading, in the over-the-counter market, through option swaps or
derivatives, in negotiated transactions, through put or call options
transactions relating to the shares, through short sales of shares, or a
combination of such methods of sale, or in accordance with Rule 144 under the
Securities Act of 1933, as amended, rather than pursuant to this prospectus, or
any other manner permitted by law, at market prices prevailing at the time of
sale, at
12
<PAGE>
prices related to those prevailing market prices, fixed prices, which may be
changed, or at negotiated prices. Such transactions may or may not involve
brokers or dealers. The selling stockholders have advised WorldPages that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the shares, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders.
The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities arising under
the Securities Act.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act.
WorldPages has informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.
The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
LEGAL MATTERS
The validity of the shares of WorldPages common stock offered hereby has
been passed upon for WorldPages by Blackwell Sanders Peper Martin LLP, counsel
to WorldPages.
EXPERTS
The consolidated financial statements and schedule of WorldPages as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing; and, with respect
to the financial statements of Web YP as of December 31, 1999 and 1998, and for
each of the years then ended, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Pacific Coast Publishing, Inc. as of
October 31, 1998 and 1997, and for each of the three years in the period ended
October 31, 1998, and the consolidated financial statements of YPtel Corporation
as of October 31, 1999, and for the year then ended, which are incorporated by
reference herein from our Current Report on Form 8-K/A dated April 21, 2000,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports incorporated by reference herein. Such financial statements are
incorporated herein by reference in reliance upon such reports given on the
authority of Ernst & Young LLP as experts in accounting and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses to be paid by
the registrant in connection with the issuance and sale of the common stock
being registered.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee
(Actual).................................................. $
Accounting fees and expenses................................ 10,000
Legal fees and expenses.....................................
Miscellaneous...............................................
------
Total....................................................... $
======
</TABLE>
All other expenses in connection with the issuance and sale of the common
stock being registered will be borne by the selling stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
among other things, that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that the person is or was a director,
officer, agent, or employee of the corporation or is or was serving at the
corporation's request as a director, officer, agent or employee of another
corporation, partnership, joint venture, trust, or other enterprise, against any
and all expenses (including attorneys' fees), judgements, fines, and amounts
paid in settlement actually and reasonably incurred by the person in connection
with such action, suit, or proceeding. The power to indemnify applies only if
such person acted in good faith and in a manner he reasonably believed to be in
the best interest, or not opposed to the best interest, of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense expenses (including
attorneys' fees but excluding amounts paid in settlement) actually and
reasonably incurred and not to any satisfaction of a judgement or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of liability to
the corporation, unless the court believes that in light of all the
circumstances indemnification should apply.
To the extent a present or former director or officer of the corporation is
successful on the merits or otherwise in defense of any action, suit, or
proceeding described in the preceding two paragraphs, such person is entitled,
pursuant to DGCL Section 145, to indemnification against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
WorldPages' Restated Certificate of Incorporation provides that a director
of WorldPages shall not be personally liable to WorldPages or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to WorldPages or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.
WorldPages' Restated Certificate of Incorporation also provides for
indemnification of WorldPages' directors and officers to the fullest extent
permitted by the DGCL, as the same exists or may hereafter be amended. Such
right to indemnification conferred in the Restated Certificate of Incorporation
shall
II-1
<PAGE>
be a contract right and shall include the right to be paid by WorldPages the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to WorldPages of any undertaking,
by or on behalf of such director or officer, to repay all amounts so WorldPages
if it shall ultimately be determined that such director or officer is not
entitled to be indemnified under the Restated Certificate of Incorporation or
otherwise. WorldPages' Restated Certificate of Incorporation also provides that
WorldPages may, by action of the Board of Directors, provide indemnification to
employees and agents of WorldPages with the same scope and effect as the
foregoing indemnification of directors and officers.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by the
Restated Certificate of Incorporation shall be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Restated Certificate of Incorporation, WorldPages' by-laws, any agreement,
any vote of stockholders or disinterested directors of WorldPages or otherwise.
In addition to the provisions in its Restated Certificate of Incorporation,
WorldPages has taken such other steps as are reasonably necessary to effect its
indemnification policy. Included among such other steps is liability insurance
provided by WorldPages for its directors and officers for certain losses arising
from claims or charges made against them in their capacities as directors or
officers of WorldPages. WorldPages has also entered into indemnification
agreements with individual directors and officers. These agreements generally
provide such directors and officers with a contractual right of indemnification
to the full extent provided by applicable law and the charter documents of
WorldPages as in effect at the respective dates of such agreements.
WorldPages has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
provisions in its Restated Certificate of Incorporation or otherwise, and
(b) to insure the officers and directors of WorldPages against certain
liabilities incurred by them in the discharge of their functions as officers and
directors except for liabilities arising from their own malfeasance.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference. The document designated by an asterisk (*) is incorporated by
reference to Exhibit 5 to the Registration Statement on Form S-1, File
No. 333-30102, filed February 11, 2000, pursuant to Rule 411 of the Securities
Act of 1933, as amended.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------------------- ----------------------
<C> <S>
5 Opinion of Blackwell Sanders Peper Martin LLP*
23(a) Consent of KPMG LLP (WorldPages.com, Inc.)
23(b) Consent of KPMG LLP (Web YP, Inc.)
23(c) Consent of Ernst & Young LLP
23(d) Consent of Blackwell Sanders Peper Martin LLP (contained in
Exhibit 5)
</TABLE>
II-2
<PAGE>
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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 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 of 1933, 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 bona
fide 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.
(4) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Form S-1 (No. 333-30102) on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on April 24, 2000.
<TABLE>
<S> <C> <C>
WORLDPAGES.COM, INC.
By: /s/ MICHAEL A. PRUSS
----------------------------------------
Michael A. Pruss
VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints Michael A.
Pruss, their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their name, place and stead, in
any and all capacities (unless revoked in writing) to sign any and all
amendments to this registration statement to which this power of attorney is
attached, including any post-effective amendments as well as any related
registration statement (or amendment thereto) filed in reliance upon
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as they might and could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 24, 2000.
<TABLE>
<S> <C> <C>
By: *
----------------------------------------------
Richard O'Neal
CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF
EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER)
By: /s/ MICHAEL A. PRUSS
----------------------------------------------
Michael A. Pruss
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
By: /s/ ROBERT FLYNN
----------------------------------------------
Robert Flynn, DIRECTOR
By: /s/ ROD K. CUTSINGER
----------------------------------------------
Rod K. Cutsinger, DIRECTOR
By: ----------------------------------------------
George Anderson, DIRECTOR
By: ----------------------------------------------
David M. Mitchell, DIRECTOR
By: /s/ WILMOT MATTHEWS
----------------------------------------------
Wilmot Matthews, DIRECTOR
*By: /s/ MICHAEL A. PRUSS
----------------------------------------------
Michael A. Pruss (ATTORNEY-IN-FACT)
Mr. Pruss is executing this Amendment No. 1 to
Form S-1 (on Form S-3) on behalf of Mr. O'Neal
pursuant to a power of attorney previously
granted to Mr. Pruss by Mr. O'Neal on the
Form S-1 (No. 333-30102) dated February 11,
2000. Mr. Pruss is not executing the power of
attorney granted herein by his signature.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------------------- ------------------------------------------------------------
<C> <S>
The document designated by an asterisk (*) is incorporated by reference to
Exhibit 5 to the Registration Statement on Form S-1, File No. 333-30102, filed
February 11, 2000, pursuant to Rule 411 of the Securities Act of 1933, as amended.
5 Opinion of Blackwell Sanders Peper Martin LLP*
23(a) Consent of KPMG LLP (WorldPages.com, Inc.)
23(b) Consent of KPMG LLP (Web YP, Inc.)
23(c) Consent of Ernst & Young LLP
23(d) Consent of Blackwell Sanders Peper Martin LLP (contained in
Exhibit 5)
</TABLE>
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
WorldPages.com, Inc.:
We consent to the use of our reports incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the Registration Statement
(Amendment No. to Form S-1 (No. 333-30102) on Form S-3) and related prospectus.
The audits referred to in our reports dated February 4, 2000, included the
related financial statement schedule as of December 31, 1999, and for each of
the years in the three-year period ended December 31, 1999, incorporated by
reference in the Registration Statement. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ KPMG LLP
St. Louis, Missouri
April 20, 2000
<PAGE>
EXHIBIT 23(b)
The Board of Directors
WorldPages.com, Inc.:
We consent to the incorporation by reference in this Registration Statement
(Amendment No. 1 to Form S-1 (No. 333-30102) on Form S-3) and related prospectus
of WorldPages.com, Inc. of our report dated February 4, 2000, relating to the
balance sheets of Web YP, Inc. as of December 31, 1999 and 1998 and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended and to the reference to our firm under the heading "Experts" in the
registration statement.
/s/ KPMG LLP
St. Louis, Missouri
April 20, 2000
<PAGE>
EXHIBIT 23(c)
CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 1 to Form S-1 (No. 333-30102) on
Form S-3) and related Prospectus of Worldpages.com, Inc. for the registration of
23,851,281 shares of its common stock, and to the use of our report dated
December 22, 1998, with respect to the financial statements of Pacific Coast
Publishing, Inc., and to the use of our report dated January 31, 2000, with
respect to the consolidated financial statements of YPtel Corporation, which are
incorporated by reference into the Registration and related Prospectus from the
Current Report on Form 8-K/A of Worldpages.com, Inc., dated April 21, 2000,
filed with the Securities and Exchange Commission
/s/ Ernst & Young LLP
April 20, 2000
Seattle, Washington
