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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PAGES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-1297143
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
801 94th Avenue North, St. Petersburg, Florida 33702
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock, $.01 per share
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the Company's Proxy Statement dated August 4,
1994, File Number 0-10475, filed in Washington, D.C.
ITEM 2. EXHIBITS.
I. 1. Specimen Stock Certificate.
2. Certificate of Incorporation of Pages Merger Corp. *
3. Agreement of Merger between Pages, Inc., an Ohio corporation and
Pages Merger Corp., a Delaware corporation. *
4. Bylaws of Pages, Inc., a Delaware corporation. *
II. Additional Exhibits filed with the National Association of Securities
Dealers, Inc.:
1. Annual Report on Form 10-K for fiscal year ended December 31, 1994.
2. Quarterly Report on Form 10-Q for fiscal year ended March 31, 1995.
3. Definitive Proxy Statement dated August 24, 1994.
4. Certificate of Incorporation of Pages Merger Corp., Agreement of
Merger between Pages, Inc., an Ohio Corporation and Pages Merger
Corp., a Delaware corporation and Bylaws of Pages, Inc
5. Specimen Stock Certificate..
6. Pages, Inc. 1993 Annual Report.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant had duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PAGES, INC.
By: s/Richard A. Stimmel
Date: May 23, 1995 Richard A. Stimmel, President
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23485
06/01/95 5:11 PM *Incorporated by reference to the Company's Proxy Statement
dated August 4, 1994, File Number 0-10475, filed in Washington, D.C.
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SPECIMEN
COMMON SHARES COMMON SHARES
PAGES INC.
NUMBER SHARES
PAGZ
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 695337 10 0
SEE REVERSE FOR
THIS CERTIFIES THAT CERTAIN DEFINITIONS
is the owner of
FULLY PAID AND NON-ASSESSABLE COMMON SHARES $.01 PAR VALUE
PAGES, INC.
transferable on the books of the corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said corporation has caused this certificate
to be duly signed by its duly authorized officers.
Dated:
/s/ S. ROBERT DAVIS
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Chairman
/s/ CHARLES R. DAVIS
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Secretary
EXHIBIT I-1
