As filed with the Securities and Exchange Commission on May 2,
1995
File No. 33-
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________
PAGE AMERICA GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 13-2865787
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
125 State Street
Suite 100
Hackensack, New Jersey 07601
(201) 342-6676
(Address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)
MARTIN H. NEIDELL, ESQ.
STROOCK & STROOCK & LAVAN
7 Hanover Square
New York, New York 10004-2594
(212) 806-5836
(Name, Address, including zip code, and
telephone number, including area code, of Agent For Service)
Approximate date of commencement of the proposed sale of the
securities to the public:
From time to time after this Registration Statement becomes
effective.
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, check the
following box. [X]
If the registrant elects to deliver its latest annual report
to security holders, or a
complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the
following box. [ ]
______________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of
Each Class of
Securities to Amount to be Proposed Miximum Offering Proposed Maximum Aggregate Amount of Registration
be Registered Registered Price Per Unit(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 435,903(2) $ 2.75 $ 1,198,733 $ 414
(1) Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457(c).
(2) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus which constitutes
part of this Registration Statement also relates to the following securities of
Registrant registered on Form S-2, Registration No. 33-78298: 1,978,190 shares of
Common Stock, 286,361 shares of Series One Convertible Preferred Stock, 1,205,556
Warrants, 1,503,252 shares of Common Stock underlying warrants and Common Stock
issuable upon conversion of Series One Convertible Preferred Stock.
</TABLE>
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.
<TABLE>
<CAPTION>
Cross Reference Sheet between Items of
Form S-2 and Form of Prospectus
(Pursuant to the Securities Act of 1933)
Form S-2 Item Prospectus Heading
<S> <C>
1.Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus . . . . . . . . . . . Outside Front Cover Page
2.Inside Front and Outside Back Cover
Pages of Prospectus. . . . . . . Inside Front Cover Page and Outside Back
Cover Page
3.Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges "Investment Considerations"; "Earnings/(Loss)
to Combined Fixed Charges and Preferred Stock Dividends."
4.Use of Proceeds. . "Use of Proceeds."
5.Determination of Offering Price Not Applicable
6.Dilution Not Applicable
7.Selling Security Holders "Selling Security Holders."
8.Plan of Distribution Outside and Inside Front Cover Pages;
"Securities Covered by This Prospectus and
Plan of Distribution."
9.Description of Securities to be
Registered . . . . . . . . . . . "Securities Covered by This Prospectus and
Plan of Distribution"; "Description of
Capital Stock and Warrants."
10.Interests of Named Experts and Counsel "Legal Opinion"; "Experts."
11.Information with Respect to the
Registrant . . . . . . . . . . . Outside Front Cover Page; "Available
Information"; "Additional Information";
"Incorporation of Certain Documents by
Reference"; "The Company."
12.Incorporation of Certain Information by
Reference. . . . . . . . . . . . "Incorporation of Certain Documents by Reference."
13.Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities. . . . . . . . . . . Not Applicable
</TABLE>
<PAGE>
Subject to Completion, Dated May 2, 1995
Prospectus
2,414,093 Shares of Common Stock
286,361 Shares of Series One Convertible Preferred Stock
1,205,556 Warrants
PAGE AMERICA GROUP, INC.
This Prospectus relates to the offer and sale from time
to time (the "Offering") of the following
securities of Page America Group, Inc. ("Page America" or the
"Company") by certain security holders of the
Company (the "Selling Security Holders"): 2,414,093 shares of
Common Stock (the "Common Stock");
286,361 shares of Series One Convertible Preferred Stock (the
"Series One Preferred Stock"); warrants to
purchase 1,205,556 shares of Common Stock (the "2003 Warrants");
and shares of Common Stock issuable
upon conversion of the Series One Preferred Stock (the
"Conversion Shares") or exercise of the 2003
Warrants and certain other warrants not being offered under this
Prospectus (the "Other Warrants")
(collectively, the "Securities"). Substantially all the
Securities were acquired by the Selling Security Holders
in connection with the Company's acquisition of substantially
all the radio paging assets and business of
CRICO Communications Corporation (the "CRICO Acquisition") and
the private financing thereof, all of
which occurred in 1993.
All the Securities offered hereby are being sold by the
Selling Security Holders. The Company
will not receive any proceeds from sales of the Securities by
the Selling Security Holders. The Company has
agreed to bear all expenses (other than selling expenses) in
connection with the registration of the Securities
and to indemnify the Selling Security Holders against certain
liabilities including liabilities under the
Securities Act of 1933.
The Selling Security Holders have advised Page America
that sales of the Securities may be
made from time to time by or for the account of the Selling
Security Holders in ordinary transactions to or
through one or more brokers or dealers in the American Stock
Exchange or the over-the-counter market or
otherwise at prices and on terms then prevailing or at prices
related to the then current market price, or in
negotiated transactions. In connection with such sales, the
Selling Security Holders and any brokers
participating in such sales may be deemed to be "underwriters"
as defined in the Securities Act of 1933, as
amended. See "Securities Covered By This Prospectus and Plan of
Distribution." There can be no
assurance that any of the Securities will be sold by the Selling
Security Holders.
THE SECURITIES OFFERED HEREBY INVOLVE A SIGNIFICANT DEGREE OF
RISK.
SEE "INVESTMENT CONSIDERATIONS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May , 1995.
<PAGE>
AVAILABLE INFORMATION
Page America is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith Page America files
reports, proxy statements and other information with the
Securities and Exchange
Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected
and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and
the Regional Offices of the Commission at Suite 1400, Northwest
Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor,
New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. Such reports,
proxy statements and other information
concerning the Company can also be inspected at the offices of
the American Stock Exchange, 86 Trinity
Place, New York, New York 10006, on which exchange the Company's
Common Stock is listed.
ADDITIONAL INFORMATION
Page America has filed with the Commission a Registration
Statement on Form S-2 (the
"Registration Statement") with respect to the Securities offered
hereby. This Prospectus does not contain all
the information set forth in the Registration Statement, certain
portions of which are omitted in accordance
with the rules and regulations of the Commission. For further
information with respect to Page America
and the Securities offered hereby, reference is made to the
Registration Statement and the exhibits filed
therewith. The omitted information may be obtained from the
Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission.
Any statements contained herein concerning
the provisions of any document are not necessarily complete,
and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document which has been filed by Page
America with the Commission pursuant
to the Exchange Act is incorporated by reference in this
Prospectus and shall be deemed to be a part
hereof:
1. Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A.
Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this
Prospectus modifies or supersedes such statement. The Company
is delivering with this Prospectus a copy of its Annual Report
on Form 10-K for the year ended December 31, 1994.
Page America will provide without charge to any person to
whom this Prospectus is delivered,
on the written or oral request of any such person, a copy of any
or all documents incorporated herein by
reference. Such requests, in writing or by telephone, should be
directed to Ofelia Roman, Shareholder
Relations, Page America Group, Inc., 125 State Street,
Hackensack, New Jersey 07601. Page America's
telephone number is (201) 342-6676.
No person or dealer, salesperson or other individual is
authorized to give any information or
to make any representation not contained in this Prospectus
about the Company, the offering made hereby
or any other matter and, if given or made, such information or
representation must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy the Securities offered hereby to
any person or by anyone in any jurisdiction
in which it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any
sale of the Securities offered hereby shall, under any
circumstances, create any implication that the
information contained herein is correct as of any date
subsequent to the date hereof.
THE COMPANY
Page America provides paging, messaging and information
products and services in the New
York and Chicago metropolitan area markets and in Southeastern
Florida and Northern California through
networks which it owns and operates as a radio common carrier
("RCC") under licenses from the Federal
Communications Commission ("FCC"). As of December 31, 1994, the
Company was the 13th largest RCC in
the United States, providing paging services through 20 offices
in ten states to approximately 311,000 pagers
in geographic areas encompassing a total population of 38
million people. The Company believes that,
measured by the number of pagers in service, it is among the
largest providers of paging services in the New
York and Chicago metropolitan areas and in the Florida market.
The Company's strategy is to concentrate its operations
in major metropolitan markets in which
it can achieve both critical mass and a substantial market share
position, allowing it to maximize growth.
The Company targets specific user segments and, through its
broad distribution capabilities, markets and
delivers its comprehensive package of paging and value-added
messaging services to each particular segment.
The Company has secured licenses for multiple channels in each
of its markets and has developed, and
continues to develop, networks which can support significant
future growth in paging units as well as value-
added messaging and information services. The Company
emphasizes
customer ownership of pagers, as
compared to leasing of pagers, which significantly reduces the
Company's capital costs. At March 1, 1995,
approximately 69 percent of the Company's units in service were
customer owned.
The number of pagers served by the Company has increased
over 385 percent since April 1,
1989, from 64,000 to 311,000 pagers at December 31, 1994. The
Company's total revenues have increased
from $10.3 million in fiscal year 1989 to $37.3 million in
fiscal year 1994. In February 1995, the Company
entered into an agreement to sell its California and Florida
paging assets for a cash purchase price of
$22,370,000, subject to certain adjustments. Completion of this
transaction is subject to the satisfaction of
conditions normally contained in these types of transactions,
including FCC approval.
Page America was incorporated in 1976 under the laws of
the State of New York. The
Company's principal executive offices are located at 125 State
Street, Hackensack, New Jersey 07601, and its
telephone number is (201) 342-6676. Unless the context
indicates otherwise, the terms "Company" and "Page
America" as used herein refer to Page America Group, Inc. and
its subsidiaries.
INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the
following factors, as well as the other
information contained in this Prospectus.
1. History of Losses; Accumulated Deficit. Since its
inception, the Company has not been
profitable. For the fiscal year ended December 31, 1994, the
Company incurred a net loss of $7 million.
There can be no assurance that the Company will be profitable in
the future. As of December 31, 1994, the
Company had an accumulated deficit of $79 million.
2. Indebtedness, Liquidity and Access to Capital. In
connection with its growth, the Company
has incurred significant amounts of indebtedness. As of
December 31, 1994, the Company had long-term
debt of $58 million, including $45 million outstanding under a
senior secured credit facility (the "Credit
Facility") and $13 million principal amount outstanding under
subordinated promissory notes (the "Subordinated Notes").
3. Deficiency in Working Capital; Limitation on
Purchases of Pagers. Historically, the Company
has experienced a deficiency in its working capital. At
December 31, 1994, the Company had a working
capital deficiency of $9.5 million. In order to conserve
capital, pager purchases are limited by management
of the Company to an amount necessary to maintain its subscriber
base.
4. Effect of Competition and Technological Advances.
The Company faces competition in the
geographic areas in which it operates. Some of the Company's
competitors possess greater financial and
other resources than the Company. In addition, technological
advances in the telecommunications industry
may result in the availability of alternative services or
products that could compete with the paging services
currently provided by the Company and its competitors. There
can be no assurance that the Company
would not be adversely affected in the event of such
technological change.
5. Governmental Regulation of the Company's Operations.
The Company's paging operations are subject to regulation by the
FCC and various state regulatory agencies. There can be no
assurance that either the FCC or state agencies will not adopt
regulations, authorize new competitive services or take other
actions that would materially adversely affect the results of
operations of the Company. Changes in
regulation of the Company's paging business or the allocation of
radio spectrum for services that compete
with the Company's business could adversely affect the Company's
future results of operations.
6. Rights of Holders of Preferred Stock to Elect
Directors; Change in Control Consequences.
Holders of a majority of Series One Preferred Stock, as a class,
have the right to elect two directors of the
Company. In addition, if any dividend payments are not made to
the holders of shares of Series One
Preferred Stock, the dividend rate will increase to 15% per
annum and the holders of a majority of Series
One Preferred Stock will be entitled to elect an additional
director of the Company. If a change in control
of the Company occurs, the holders of Series One Preferred Stock
have the right to cause the Company to
repurchase such stock at its liquidation value, plus accrued
dividends. Bariston Paging Partners, L.P. holds a
majority of the Series One Preferred Stock. See "Description of
Capital Stock and Warrants."
7. Restrictions on Payment of Dividends; Liquidation
Preferences. The Company has never paid
cash dividends on its Common Stock and does not intend to pay
cash dividends on its Common Stock in the
foreseeable future. The Company may not pay any cash dividends
on Common Stock while accrued
dividends on its outstanding Preferred Stock remain unpaid. In
addition, the Company is restricted in its
ability to pay dividends on both its Common Stock and Preferred
Stock under the Credit Facility and the
Subordinated Notes. Series One Preferred Stock has a preference
over the Common Stock in the event of a
liquidation of the Company. See "Description of Capital Stock
and Warrants."
8. Loss of Chief Executive Officer. The Company's
success depends upon its ability to attract
and retain skilled managers and key personnel, including its
Chairman of the Board and Chief Executive
Officer, Steven L. Sinn. Loss of the services of Mr. Sinn might
have an adverse effect on the operation of
the Company. The Company does not have an employment agreement
with Mr. Sinn nor does the Company
maintain any key-man life insurance on Mr. Sinn.
9. No Prior Public Market. Prior to this Offering,
there has been no public market for the
Series One Preferred Stock or the 2003 Warrants and there is no
assurance that an active public market will
develop or if developed that it will continue. In the absence
of an active public trading market, an investor
may be unable to liquidate his investment.
EARNINGS/(LOSS) TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS
Earnings are inadequate to cover combined fixed charges
and preferred stock dividends.
Additional earnings of $5,576,000, $5,557,000, $8,480,000,
$9,812,000 and $10,051,000 for the year ended
March 31, 1991, the nine months ended December 31, 1991 and the
years ended December 31, 1992, 1993
and 1994, respectively, would be needed to cover the earnings
deficiency.
USE OF PROCEEDS
The Company will not receive any proceeds from sales of
the Securities by the Selling Security
Holders and will bear all expenses of the Offering. If any of
the Other Warrants or 2003 Warrants are
exercised, the proceeds received from such exercise will become
part of the Company's working capital.
SECURITIES COVERED BY THIS PROSPECTUS AND PLAN OF DISTRIBUTION
All of the Securities being offered hereby are owned by
certain security holders of the Company
(the "Selling Security Holders"). The Securities may be offered
for sale by the Selling Security Holders from
time to time in transactions (which may include block
transactions) in the American Stock Exchange or the
over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing
market prices, or at negotiated prices. The Selling Security
Holders may effect such transactions by selling
to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts,
concessions or commissions from the Selling Security Holders
and/or the purchasers of such securities for
whom such broker-dealers may act as agent or to whom they sell
as principal or both. The Company has
agreed to indemnify the Selling Security Holders against certain
liabilities, including liabilities under the
Securities Act of 1933. See "Selling Security Holders."
Each share of Series One Preferred Stock is convertible
into 22.22 shares of Common Stock.
Each 2003 Warrant is immediately exercisable and represents the
right to purchase one share of Common
Stock at a purchase price of $3.50 per share until December 31,
2003. The exercise price of the 2003
Warrants and the number of shares of Common Stock issuable upon
the conversion or exercise of each
share of Series One Preferred Stock and 2003 Warrants are
subject to anti-dilution adjustment in the case of
stock dividends, stock splits, mergers, acquisitions,
recapitalizations, issuances of stock below the exercise or
conversion price and similar events. See "Description of
Capital Stock and Warrants."
When acquiring the Securities, these Selling Security
Holders represented that they were
acquiring their Securities for investment and not for
distribution thereof in violation of the Securities Act,
and agreed that they would not sell, transfer or otherwise
dispose of their Securities except under certain
conditions including a distribution or sale pursuant to a
registration statement declared effective by the
Securities and Exchange Commission. See "Selling Security
Holders."
<TABLE>
<CAPTION>
SELLING SECURITY HOLDERS
The following table sets forth information as of April 15, 1995 with respect to the Selling Security Holders for whose accounts
shares of Common Stock, Series One Preferred Stock and Warrants are being offered pursuant to this Prospectus. All fractional
shares of Common Stock issuable upon conversion of the Series One
Preferred Stock have been rounded down and will be paid in cash upon conversion.
Ownership After Sale
Series One Assuming Owners Were
Convertible Common Stock Common Stock to Elect to Sell All
Name of Selling Common Stock Warrents Preferred Issuable Upon Issuable Upon Such Shares and
Security Holder Number of Number of Number of Exercise of Conversion of Warrants Offered
Shares Offered Warrants Offered Shares Offered Warrants Preferred Stock Hereby
Number of Percent
Shares Owned Owned
<S> <C> <C> <C> <C> <C> <C> <C>
Rebecca G. Ames Trust 189 4,199 0 0
Arent, Fox, Kinter
Plotkin & Kohn 52,000 0 0
BHI Associates VI,
L.P. 125,963(1) 0(1) 0(1)
Bariston Paging
Partners, L.P. 156,242 3,471,697 0 0
Bariston Associates 2,254 41,733(1) 50,083 0(1) 0(1)
David Barry, IRA 378 8,399 0 0
Coleman Benedict 628 13,954 0 0
Howard R. Berlin 626 13,909 0 0
Bergman Horowitz &
Reynolds, PC 312 6,932 0 0
Murray B. Berry 1,271 28,241 0 0
James J. Burke 1,271 28,241 0 0
Randall W. Byrnes 942 20,931 0 0
Norma J. Cowen IRA 313 6,954 0 0
Stephen and Lois Coit 315 6,999 0 0
Clarion Capital 5,000 111,100 0 0
CRI, Inc. 86,667(3) 0 0
Gary B. Davis 2,542 56,483 0 0
Delaware State
Employee Retirement
Fund 5,000 111,100 0 0
Stewart R. Dudley 313 6,954 0 0
Martin M. Ehrlich 313 6,954 0 0
Family Ventures V,
L.P. 953 21,175 0 0
First Bank National
Association 364,165 0 0
John L. Gardner, Jr.
Trust 189 4,199 0 0
Joseph E. Gibbs 1,271 28,241 0 0
Carl Giffin 317 7,043 0 0
Daljit K. Gill, M.D. 314 6,977 0 0
Peter L. Goedecke 314 6,977 0 0
Griffith R. Harsh, III 314 6,977 0 0
David M. Helpern 1,261 28,019 0 0
Walter R. Hess 468 10,398 0 0
Lee H. Idleman 626 13,909 0 0
Julian & Eunice Cohen
Investment, L.P. 1,261 28,019 0 0
Lawrence and Suellen
Kadis 502 11,154 0 0
Michael Kadis IRA 1,339 29,752 0 0
Kenneth M. Kahn 125 2,777 0 0
Richard I. Karash 250 5,555 0 0
Michael M. Kassen 942 20,931 0 0
Charles W. Kemp, Jr. 946 21,020 0 0
Robert Ladd 250 5,555 0 0
Marine Midland Bank,
N.A. 487,968 0 0
Motorola, Inc. 243,408 0 0
John V. McManmon 187 4,155 0 0
Hobart A. McWhorter,
Jr. 635 14,109 0 0
Mirza Mehdl 1,256 27,908 0 0
Martin E. Messinger 1,251 27,797 0 0
Kenneth Musen 313 6,954 0 0
MHF Fund I 153,100 0 0
Theodore A. Oatis 313 6,954 0 0
Daniel P. Paduano 625 13,887 0 0
Premier Venture
Capital Corporation 14,167(2) 4,640 102,212 0 0
Foley, Revy Investment
Co., Inc.
Account: First
Interstate Bank
of Oregon as
Agent for Oregon
Equity Fund 20,000 444,400 0 0
Roger T. Servison 942 20,931 0 0
Barbara I. Shook 2,542 56,483 0 0
Michael Simmons 803 17,842 0 0
William M. Spencer,
III 1,271 28,241 3,750 *
Eleanor Moore Sterne 628 13,954 0 0
Sandler Mezzanine
Foreign Partners, L.P. 57,422 2,590 57,422 57,549 0 0
Sandler Mezzanine
Partners, L.P. 267,200 12,020 267,200 267,084 0 0
Sandler Mezzanine
T-E Partners, L.P. 119,823 5,390 119,823 119,765 0 0
Martin C. Schwartzberg 43,333(3) 0 0
T. Rowe Price High
Yield Fund, Inc. 500,000 711,111 20,000 711,111 444,400 0 0
T. Rowe Price
Strategic Partners
Fund, L.P. 160,428(2) 15,200 5,642 15,200 125,365 0 0
T. Rowe Price
Strategic Partners
Fund II, L.P. 367,295(2) 34,800 12,918 34,800 287,037 0 0
Union Bank 224,662 0 0
Alicia H. Urban 312 6,932 0 0
Mark J. Waltch 1,271 28,241 0 0
Stephen R. Weiner 1,261 28,019 0 0
______________
* Less than 1%.
(1) Consists of shares issuable upon exercise of warrants previously issued to the holders at an exercise price of $5.03 per share.
(2) Includes shares of Common Stock issued to the holders in connection with the sale of Series B Preferred Stock and/or
Subordinated Notes in 1992.
(3) Consists of shares issuable upon exercise of warrants acquired in connection with the CRICO Acquisition at an exercise price of
$5.00 per share.
</TABLE>
All of the Securities (except as described in the footnotes
to the above chart) covered by this
Prospectus are being offered by or for the account of the
persons who acquired them in connection with the
CRICO Acquisition and financing thereof. The Securities being
offered hereby are, to the best of the
Company's knowledge, still owned by the Selling Security
Holders. The Company has agreed to prepare and
file a registration statement registering the resale of the
Securities offered hereby by the Selling Security
Holders and to use its best reasonable efforts to have such
registration statement declared effective and to
maintain a current prospectus with respect to such Securities
until December 31, 1996.
With respect to certain relationships between certain of
the Selling Security Holders and the
Company, reference is made to Item 13 of the Company's Annual
Report on Form 10-K for the year ended
December 31, 1994 which accompanies this Prospectus and is
incorporated herein by reference.
Certain of the Selling Security Holders, their associates
and affiliates may from time to time be
customers of, engage in transactions with, and/or perform
services for, the Company in the ordinary business.
The Selling Security Holders may be deemed to be
underwriters under the Securities Act of 1933.
DESCRIPTION OF CAPITAL STOCK AND WARRANTS
Common Stock
The Company is authorized to issue up to 100,000,000 shares
of Common Stock, par value $.10 per
share, of which at February 28, 1995, 7,593,764 shares of Common
Stock were issued and outstanding.
Subject to the rights of the holders of any series of Preferred
Stock, holders of the Common Stock of the
Company are entitled to share equally on a per share basis in
such dividends as may be declared by the
Board of Directors out of funds legally available therefor.
Upon liquidation, dissolution or winding-up of
the Company, after payment of creditors and the holders of any
senior securities of the Company, including
Preferred Stock, the assets of the Company will be divided pro
rata on a per share basis among the holders
of the shares of Common Stock. The Common Stock is not subject
to any liability for further assessments.
There are no conversion or redemption privileges nor any sinking
fund provisions with respect to the
Common Stock, and the Common Stock is not subject to call. The
holders of Common Stock do not have
any preemptive or other subscription rights.
Holders of Common Stock are entitled to cast one vote for
each share held at all shareholders'
meetings for all purposes, including the election of directors.
The Common Stock does not have cumulative voting rights.
Preferred Stock
The Company is authorized to issue up to 5,000,000 shares
of Preferred Stock, par value $.01 per
share. The Preferred Stock may be issued by the Company's Board
of Directors from time to time in one or
more series. The Board of Directors is authorized to determine
the rights, preferences, privileges and
restrictions, including the dividend rights, conversion rights,
voting rights, terms of redemption (including
sinking provisions, if any) and liquidation preferences of any
series of Preferred Stock and to fix the number
of shares of any such series without any further vote or action
by the shareholders. The Company currently
has outstanding 286,361 shares of Series One Preferred Stock.
The Company may not declare or pay any dividends on its
Common Stock or make, directly or
indirectly, any payment on the account of the redemption,
purchase or other acquisition of such stock unless
all cumulative dividends on the Company's outstanding Preferred
Stock shall have been paid in full.
Series One Preferred Stock
On December 30, 1993, the Company issued an aggregate of
305,768 shares of Series One Preferred
Stock, convertible into an aggregate of 6,794,164 shares of
Common Stock in connection with the financing
of the CRICO Acquisition. Holders of the Series One Preferred
Stock are entitled to vote the number of
votes that they would be entitled to vote if their shares of
Series One Preferred Stock were converted into
shares of Common Stock. Holders of a majority of the Series One
Preferred Stock, as a class, are entitled
to elect two representatives to the Board of Directors.
Each share of Series One Preferred Stock has a 10%
dividend, payable semi-annually in arrears, and
is convertible into Common Stock at an initial price of $4.50
per share (the "Series One Conversion Price"),
subject to certain anti-dilution provisions. Payment of
dividends may be made in cash or in Common Stock
of the Company registered under the Securities Act of 1933. Any
dividend payments not made will accrue
at the 10% annual rate. Any dividend payments not made when
permitted under the Credit Facility and the
Subordinated Notes will result in, among other things, an
increase in the dividend rate to 15% per annum
and entitle holders of a majority of Series One Preferred Stock
to elect an additional representative to the
Board of Directors of the Company. Upon conversion of Series
One Preferred Stock, the Company will
have the option to pay accrued dividends by issuing additional
shares of its Common Stock. Holders of the
Series One Preferred Stock will be entitled to a preference in
liquidation ahead of holders of the Common
Stock of $100 per share of Series One Preferred Stock plus any
accrued but unpaid dividends.
The Company may redeem the Series One Preferred Stock if
the average closing price of the
Common Stock for both the preceding 60 day and 5 day periods has
equalled or exceeded 150% of the
Series One Conversion Price. After December 31, 2000, the
Series One Preferred Stock may be redeemed
at par, plus accrued dividends. If the Company calls the Series
One Preferred Stock for redemption, holders
thereof will have a 30 day period to convert to shares of Common
Stock or have their shares of Series One
Preferred Stock redeemed. Upon any redemption, accrued
dividends must be paid by the Company in cash.
2003 Warrants
Also in connection with the financing of the CRICO
Acquisition, the Company issued an aggregate
of 1,205,556 2003 Warrants. Each of the 2003 Warrants offered
hereby is in registered form and entitles the
holder thereof to purchase, at any time and from time to time,
one share of Common Stock of the Company
at a price of $3.50 per share until December 31, 2003.
Thereafter, any 2003 Warrants which have not been
exercised will expire and be void. The Company may accelerate
the expiration of the Warrants at any time
after December 31, 1996, upon 30 days written notice (the
"Notice Date") to the holders thereof (the "2003
Warrantholders"), if the average closing price for shares of the
Common Stock for both the 60 day and the 5
day periods preceding the Notice Date was equal to or greater
than 150% of the 2003 Warrant Exercise
Price.
The 2003 Warrantholders will be entitled to anti-dilution
protection for stock splits and similar
events and weighted average anti-dilution protection (except for
shares issued in connection with acquisitions
and shareholder approved management stock plans). If a change
of control of the Company occurs at less
than a 25% premium over the exercise price, the 2003
Warrantholders will have the right to cause the
Company to pay to them the difference between the exercise price
and 125% of the exercise price; provided,
however, they must exercise the 2003 Warrants.
LEGAL OPINION
The validity of the Securities offered hereby will be
passed upon for Page America by Stroock &
Stroock & Lavan, Seven Hanover Square, New York, New York 10004.
Martin H. Neidell, a member of the
firm, is Secretary of Page America.
EXPERTS
The consolidated financial statements and the related
financial statement schedule of Page America
Group, Inc. appearing in Page America Group, Inc.'s Annual
Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their
report thereon included therein and incorporated herein by
reference. Such consolidated financial
statements and related financial statement schedule are
incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee . . . . . . . $ 414
Blue Sky fees and expenses . . . . 5,000
Printing and engraving expenses. . 5,000
Accountants' fees and expenses . . 10,000
Legal fees and expense . . . . . . 10,000
Miscellaneous. . . . . . . . . . . 586
Total . . . . . . . . . . . . $ 31,000
Item 15. Indemnification of Directors and Officers.
The By-Laws and the Certificate of Incorporation of the
Registrant require the Registrant to
indemnify each of its past, present and future directors,
officers and employees to the fullest extent
permitted by law for any and all costs and expenses resulting
from or relating to any suit or claim arising out
of his service to the Registrant or to other organizations at
the Registrant's request.
Sections 721 through 726 of the New York Business
Corporation Law (the "BCL") provide for
indemnification of directors and officers. If a director or
officer is successful on the merits or otherwise in a
legal proceeding, he must be indemnified to the extent he was
successful. Further, indemnification is
permitted in both third-party and certain derivative suits if
such director or officer acted in good faith and
for a purpose he reasonably believed was in the best interest of
the Registrant, and if, in the case of a
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. Indemnification under
this provision applies to judgments, fines, amounts paid in
settlement and reasonable expenses, in the case of
third party actions, and amounts paid in settlement and
reasonable expenses, in the case of derivative
actions. In a derivative action, however, a director or officer
may not be indemnified for amounts paid to
settle such a suit or for any claim, issue or matters as to
which such person shall have been adjudged liable
to the Registrant absent a court determination that the person
is fairly and reasonably entitled to indemnity.
Notwithstanding the failure of the Registrant to provide
indemnification and despite any contrary resolution
of the board or shareholders, indemnification shall be awarded
by the proper court pursuant to Section 724
of the BCL. Under New York law, expenses may be advanced upon
receipt of an undertaking by or on
behalf of the director or officer to repay the amounts in the
event the recipient is ultimately found not to be
entitled to indemnification. The advance is conditioned only
upon receipt of the undertaking and not upon a
finding that the officer or director has met the applicable
indemnity standards.
The Registrant maintains directors' and officers' liability
insurance to cover its officers and directors
against certain liabilities they may incur when acting in their
capacity as directors or officers.
Item 16. Exhibits.
Exhibit
5. Opinion of Stroock & Stroock & Lavan as to legality of the
Securities.
10.1 Employment Agreement, dated as of March 1, 1995, between
the
Registrant and Kathleen Parramore. Incorporated by reference to
Exhibit 10.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 ("1994 10-K").
10.2 Asset Acquisition Agreement dated as of September 27, 1993,
as amended, by and among Page America Group, Inc., Crico
Communications Corporation and the stockholders thereof.
Incorporated by reference to Exhibit 2(a) to Current Report on
Form 8-K dated January 14, 1994.
10.3 Credit Agreement dated as of December 30, 1993 by and among
Page America Group, Inc., its subsidiaries and NationsBank of
Texas, N.A., Canadian Imperial Bank of Commerce, Fleet National
Bank and State Street Bank and Trust Company. Incorporated by
reference to Exhibit 10.3 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 ("1993 10-
K").
10.4 Subordinated Promissory Note, Preferred Stock, Common Stock
and Warrant Purchase Agreement dated as of December 30, 1993, by
and among Page America Group, Inc., its subsidiaries and
various purchasers parties thereto. Incorporated by reference
to Exhibit 10.4 to 1993 10-K.
10.5 Second Amended and Restated Registration Rights Agreement
dated as of December 30, 1993. Incorporated by reference to
Exhibit 10.5 to 1993 10-K.
10.6 Subordinated Promissory Note Registration Rights Agreement
dated as of December 30, 1993. Incorporated by reference to
Exhibit 10.6 to 1993 10-K.
10.7 Series One Convertible Preferred Stock Voting Agreement
dated as of December 30, 1993. Incorporated by reference to
Exhibit 10.7 to 1993 10-K.
10.8 Investment Banking Agreement dated December 30, 1993
between
Bariston Associates, Inc. and Page America Group, Inc.
Incorporated by reference to Exhibit 10.8 to 1993 10-K.
10.9 Purchase and Sale Agreement dated August 10, 1993 between
Page America Group, Inc. and Forsyth Company. Incorporated by
reference to Exhibit 10.9 to 1994 10-K.
10.10 Asset Purchase Agreement dated as of February 24, 1995 by
and among Paging Network of Florida, Inc., Page America Group,
Inc. and various subsidiaries of Page America Group, Inc.
Incorporated by reference to Exhibit 10.10 to 1994 10-K.
12 Statement Re: Computation of Ratio of Earnings/(Loss) to
Combined Fixed Charges and Preferred Stock Dividends.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Stroock & Stroock & Lavan (included in Exhibit
5)
24. Power of Attorney (included on signature page of this
Registration Statement).
Item 17. Undertakings.
(a) 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 (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8, and 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) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or
throughout a continuous offering.
(b) 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 of 1934; and, where interim
financial information required to be presented by Article 3 of
Regulation S-X is 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.
(c) 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, 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.
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-2 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City
of Hackensack, State of New Jersey, on April 28, 1995.
PAGE AMERICA GROUP, INC.
By:/s/ Kathleen Parramore
Kathleen Parramore, President
POWER OF ATTORNEY
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints
Steven L. Sinn, Kathleen Parramore and Martin H. Neidell and
each of them, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and
all amendments to this Registration Statement (including
post-effective amendments and amendments
thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act
and thing, ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or
his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated:
Signature Title Date
/s/ Steven L. Sinn Principal Executive April 28, 1995
Steven L. Sinn Officer and Director
/s/ David A. Barry Director April 28, 1995
David A. Barry
/s/ Michael J. Marocco Director April 28, 1995
Michael J. Marocco
EXHIBIT 5
April 28, 1995
Page America Group, Inc.
125 State Street
Hackensack, New Jersey 07601
Re: Registration Statement on Form S-2
Gentlemen:
We have acted as counsel to you (the "Corporation") in
connection with the preparation and filing of the
above-captioned Registration Statement on Form S-2 (the
"Registration Statement")
under the Securities Act of 1933, as amended, covering 435,903
shares of the Corporation's Common Stock, $.10 par value per
share, to be sold by the Selling Security Holders listed in the
Registration Statement under the caption "Selling Security
Holders".
We have examined copies of the Certificate of Incorporation and
By-laws of the Corporation, each as amended to date, the minutes
of various meetings of the Board of Directors of the Corporation
and the original, photostat or certified copies of all such
records of the Corporation, and all such agreements,
certificates of public officials, certificates of officers and
representatives of the Corporation or others, and such other
documents, papers, statutes and authorities as we deemed
necessary to form the basis
of the opinions hereinafter expressed. In such examination, we
have assumed the genuineness of signatures and the conformity to
original documents of the documents supplied to us as copies.
As to various questions of fact material to such opinions, we
have relied upon statements and certificates of officers of the
Corporation and others.
Based upon the foregoing, we are of the opinion that all of the
Shares covered by the Registration Statement have been duly
authorized and are validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption
"Legal Opinion" in the Prospectus. We further consent to your
filing a copy of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not admit hereby that
we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
<PAGE>
Exhibit 12 - Statement Re: Computation of Ratio of
Earnings/(Loss) to Combined Fixed Charges and
Preferred Stock Dividends (In Thousands)
<TABLE>
<CAPTION>
Nine-Month
Year Ended Period Ended Year Ended Year Ended Year Ended
March 31, December 31, December 31, December 31, December 31,
1991 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
Loss before extraordinary gain
and changes in accounting
principles (exclusive of
preferred stock dividends) ($4,255) ($4,107) ($5,689) ($6,544) ($7,028)
Add:
Interest 5,587 4,952 4,783 4,032 5,102
Amortization of debt
issuance expense 185 240 213 400 305
Interest portion of rental
expense (a) 540 560 781 784 1,079
Earnings/(loss) $2,057 $1,645 $ 88 ($1,328) ($ 542)
Interest $5,587 $4,952 $4,783 $4,032 $5,102
Amortization of debt issuance
expense 185 240 213 400 305
Interest portion of rental
expense (a) 540 560 781 784 1,079
Preferred Stock Dividends 1,321 1,450 2,791 3,268 3,023
Combined Fixed Charges and
Preferred Stock Dividends $7,633 $7,202 $8,568 $8,484 $9,509
Ratio of earnings/(loss) to
combined fixed charges and
preferred stock dividends 0.27 0.23 0.01 (0.16) (0.06)
(a) Portion of rents (one-third of total) which is deemed representative of an interest factor
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-2) and related
Prospectus of Page America Group, Inc. for the registration of
435,903 shares of its common stock and the incorporation
by reference therein of our report dated April 14, 1995, with
respect to the consolidated financial statements and schedule
of Page America Group, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Hackensack, New Jersey
April 26, 1995
