As filed with the Securities and Exchange Commission on October 16, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
PAGES, INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 34-1297143
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
801 94th Avenue North
St. Petersburg, Florida 33702
(813) 578-3300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________
Richard A. Stimmel
President
801 94th Avenue North
St. Petersburg, Florida 33702
(813) 578-3300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_______________
Copy to:
Philip M. Shasteen, Esquire
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
100 North Tampa Street, Suite 1800
Tampa, Florida 33602
(813) 225-2500
_______________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
_______________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Each Amount to Maximum Maximum Amount of
Class of be Registered Offering Aggregate Registration
Securities to be Price Offering on Fee
Registered Per Share(1) Price(1)
Common Stock, 117,647 $2.9375 $345,588.07 $119.17
$.01 par value shares
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the last sale reported on the NASDAQ National Market on September 28, 1995.
_______________
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Subject to Completion, Dated October 16, 1995
P R O S P E C T U S
117,647 Shares of Common Stock
____________________
Up to a total of 117,647 shares of common stock, $.01 par value ("Common
Stock"), of Pages, Inc., an Delaware corporation (the "Company") are being
offered on a continuous basis in the future by two stockholders of the Company
(the "Selling Stockholders"). All shares of Common Stock offered were issued by
the Company in a private transaction in 1993 and presently are "restricted
securities" not currently salable under Rule 144 of the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus has been prepared so that
future sales of the Common Stock by the Selling Stockholders will not be
restricted under the Act. In connection with any sales, the Selling
Stockholders and any brokers participating in such sales may be deemed to be
"underwriters" within the meaning of the Act. See "Selling Stockholders" and
"Plan of Distribution."
The principal trading market for the Common Stock is the NASDAQ National
Market System under the symbol "PAGZ". On September 28, 1995, the last reported
sale price of the Common Stock as reported on the NASDAQ National Market System
was $2.9375 per share.
The Company will not receive any of the proceeds from the sales of the Common
Stock by the Selling Stockholders. The Common Stock may be offered from time to
time by or for the account of, the Selling Stockholders through dealers,
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing at the time of sale or prices otherwise negotiated.
____________________
See "Risk Factors" for certain considerations relevant to an investment in the
Common Stock.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC-
URITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 October 16, 1995
<PAGE>
AVAILABLE INFORMATION AND
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549-1004; and at the following Regional Offices of
the Commission: New York Regional Office, Seven World Trade Center, 13th Floor,
New York, New York, 10048; and Chicago Regional Office, Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois, 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549-1004 at prescribed rates. Such
reports, proxy statements, and other information can also be inspected at the
offices of the National Association of Securities Dealers, Inc. ("NASD"), 1735 K
Street, N.W., Washington, D.C. 20006.
The Company hereby incorporates by reference into this Prospectus the
following documents previously filed by the Company with the Commission pursuant
to the Exchange Act: (a) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and (b) the Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 1995 and June 30, 1995. All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock shall be deemed incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement or other information contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement or other
information contained herein or in any other subsequently filed document also
incorporated by reference herein modifies or supersedes such statement or other
information. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Prospectus, except as so modified or superseded.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The Company will provide without charge to each
person to whom this Prospectus is delivered, upon written or oral request of any
such person, a copy of any or all of the foregoing documents incorporated herein
by reference (other than exhibits to such documents not specifically
incorporated herein by reference). Written or telephone requests should be
directed to: Pages, Inc., 801 94th Avenue North, St. Petersburg, Florida,
33702, Attention: Richard A. Stimmel, telephone (813) 578-3300.
This Prospectus, which constitutes a part of a Registration Statement filed
by the Company with the Commission under the Securities Act, omits certain
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Common Shares offered
hereby. Statements contained herein concerning provisions of any documents are
not necessarily complete, and each statement is qualified in its entirety by
reference to the copy of such document filed with the Commission. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, 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 or solicitation by anyone in any
jurisdiction in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.
<PAGE>
THE COMPANY
Operating principally through wholly-owned subsidiaries, the Company engages
in the leisure-based children's literature and the incentive/recognition awards
businesses. School Book Fairs, Inc. (together with related subsidiaries,
"School Book Fairs"), which the Company acquired in 1992, publishes and
distributes children's literature throughout the United States, Canada (other
than Quebec), the United Kingdom, and Ireland. The Company's children's
literature segment accounted for 68% of the Company's revenues in 1994. Clyde
A. Short Company ("CA Short"), which the Company acquired in 1990, creates,
markets, and administers safety, sales incentive, service recognition, and
holiday gift awards programs for businesses. The Company markets its awards
programs throughout the United States; however, its main emphasis, to date, has
been principally in the Southeastern United States. The Company's
incentive/recognition awards segment accounted for 32% of the Company's revenues
in 1994.
The Company is incorporated under the laws of the State of Delaware and has
principal executive offices located at 801 94th Avenue North, St. Petersburg,
Florida, 33702. Its telephone number is (813) 578-3300.
RISK FACTORS
Continuing Control of the Company by Management. The Company's executive
officers and directors currently own 1,257,904 shares (or 24.65% of the
currently issued and outstanding shares of Common Stock) and collectively hold
outstanding options to purchase an additional 1,609,734 shares of Common Stock
(including options to purchase 6,000 shares of Common Stock which are not
Exercisable within the next 60 days). If the executive officers and directors
would exercise all of such options after the date of this Private Placement
Memorandum, their holdings would represent approximately 40.27% of the issued
and outstanding shares of Common Stock. As a result of their holdings, the
Company's executive officers and directors currently exert, and are likely to
continue to exert, significant control over the Company.
Shares Eligible for Future Sale; Outstanding Options. Offers to sell
substantial numbers of shares of Common Stock in the public market following the
date of this Prospectus could adversely affect the market price of the Common
Stock. The Company has outstanding 5,103,131 shares of Common Stock (exclusive
of 298,713 shares held in treasury). 3,645,050 shares of Common Stock are
freely tradable without restriction or limitation under the Securities Act and
an additional 105,094 shares of Common Stock will become freely tradable upon
the effective date of the Registration Statement of which this Prospectus is a
part. In addition, the Company has outstanding options (1,700,234 of which were
granted to employees of the Company as compensation under an informal employee
benefit plan) and a warrant to purchase 2,141,516 and 250,000 shares of Common
Stock, respectively. The Company has filed a Registration Statement which covers
1,700,234 of the shares of Common Stock underlying options under such informal
employee benefit plan and 314,234 shares of Common Stock previously issued
pursuant to the exercise of options granted under such informal employee benefit
plan. The Company also has in effect with the Securities and Exchange
Commission (the "Commission") a registration statement that registers 187,500
shares of Common Stock to be acquired upon exercise of options which have been
or may be granted under the Company's 1993 Incentive Stock Option Plan (the
"1993 Stock Option Plan"). As a result of such registration, shares of Common
Stock acquired pursuant to the 1993 Stock Option Plan will be freely tradable
under the Securities Act except for any shares acquired by an affiliate of the
Company. To date, options to purchase 82,000 shares of Common Stock under the
1993 Stock Option Plan are outstanding and are held by employees of the Company.
As a result, the shares of Common Stock underlying such options will, upon
issuance, be freely tradable. In addition, the Company is contemplating
conducting a private placement of subordinated notes which will be accompanied
by warrants to purchase up to 500,000 shares of Common Stock. Purchasers of
such notes will be granted certain incidental and demand registration rights
with respect to the warrants and the shares of Common Stock underlying the
warrants. If the warrants and the shares of Common Stock underlying them are
registered for resale, they will be freely tradable.
Shares Available for Issuance. The Company has 12,317,853 shares of Common
Stock (including 298,713 shares held in treasury) and 300,000 undesignated
shares of Preferred Stock authorized, unreserved, and available for issuance.
The Board of Directors, without any further action by the Company's
stockholders, is authorized to issue shares of Common Stock and to designate and
issue shares of Preferred Stock in such series as it deems appropriate and to
establish the rights, preferences, and privileges of such shares of Preferred
Stock, including dividend and liquidation rights. No class of shares of
Preferred Stock is currently designated and there is no current plan to
designate or issue any shares of Preferred Stock. However, the ability of the
Board of Directors to issue shares of Common Stock and to designate and issue
shares of Preferred Stock having preferential rights could impede or deter an
unsolicited tender offer or takeover proposal regarding the Company, and the
designation and issuance of additional shares of Preferred Stock having
preferential rights could adversely affect the rights of the holders of shares
of Common Stock.
Registration of Common Stock. The purchaser of 117,643 shares of Common
Stock from the Company in 1993 has exercised its right to require the Company to
register those shares for public or private resale. The registration statement
will be filed within 30 days and is expected to become effective within 10-45
days after filing.
Potential IRS Assessment. During the Spring of 1993, the Company was advised
that the Internal Revenue Service ("IRS") may assess additional income taxes in
connection with the examination of the tax returns of School Book Fairs ("SBF")
and its affiliates for the fiscal years ending July 31, 1989, 1990 and 1991. In
June, 1993, the Company recorded a $2 million adjustment to its purchase price
allocation of SBF assets, which increased the cost in excess of assets acquired
(i.e. goodwill), and recorded a corresponding increase in accrued tax
liabilities and related costs. The IRS has notified the Company that the
significant issues being examined relate to the transfer of assets between
related companies during fiscal 1989, interest imputed on intercompany accounts
during fiscal 1989, 1990 and 1991 and rent deductions taken on certain rental
properties in fiscal 1989, 1990 and 1991.
In December 1994, the IRS notified the Company of its preliminary intent to
make adjustments to taxable income related to these issues. If the notice of
proposed adjustments becomes a final assessment and the assessment is ultimately
sustained, it could generate a tax liability of as much as approximately $5.2
million, exclusive of interest and penalties. The Company believes the IRS'
position regarding the proposed adjustments to taxable income for the value of
assets transferred and related impact on intercompany interest is substantially
overstated. Accordingly, although no formal assessment has been received from
the IRS, the Company intends to vigorously defend its position against such
proposed adjustments, including litigation, if necessary. The Company is unable
to determine the ultimate outcome of this uncertainty and accordingly, has not
provided for any additional amounts in excess of the $2 million relating to its
proposed assessment in its fiscal 1994 financial statements.
Competition. The Company's children's literature and incentive/recognition
awards businesses are highly competitive. Many of the Company's competitors are
significantly larger and better capitalized than the Company.
Seasonality. The Company's children's literature business is highly
seasonal, with almost all of its revenues recorded between the months of
September and May when most book fairs are held. The Company's
incentive/recognition awards business is also highly seasonal, with
approximately one-half of its revenues and most of its profits recorded in the
months of November through January. As a result, the Company's working capital
requirements are highest during November and December when the combination of
receivables and inventory are at peak levels, and the Company typically
experiences losses in its second and third quarters.
Fluctuations of Currency Exchange Rates. The Company obtains financing
primarily in US dollars, but generates revenues and incurs expenses in its
Canadian and United Kingdom operations in foreign currencies. Therefore, the
Company's operations and earnings are affected by currency exchange rate
fluctuations. While the Company may consider entering into transactions to
hedge the risk of exchange rate fluctuations, there can be no assurance that, if
the Company decides to enter into such transactions, they will be successful.
Possible Volatility of Share Price. The stock market in recent years has
experienced extreme price and volume fluctuations that often have been unrelated
or disproportionate to the operating performance of companies. These broad
fluctuations may adversely affect the market price of the shares of Common
Stock.
Pending Litigation. On February 28, 1995, John Minnick d/b/a Minnick Capital
Management filed a class action suit in the United States District Court, Middle
District of Florida, Tampa Division on behalf of all persons who sold Company
Common Stock between 11:49 a.m., January 9, 1995 and January 16, 1995, against
the Company and corporate officers S. Robert Davis, Richard A. Stimmel and
Charles A. Davis, alleging that those defendants violated Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder by selectively disclosing only adverse
information while in possession of material non-public positive information
about the Company during the period between January 9 and January 16, 1995. The
action seeks class certification, a judgment declaring the conduct to be in
violation of the law, an award of unspecified damages and interest, costs
attorneys' fees and expert witness fees and costs along with such other further
relief as the court deems proper or just. All parties to the aforementioned
pending class action lawsuit have agreed to settle such litigation subject to
court approval. Chairman S. Robert Davis reported the Company maintains its
contention that it engaged in no wrongful conduct. However, the settlement of
the action avoids additional defense costs and management diversion, and allows
the Company to remain focused on its 1995 operating plan. Total cost of the
settlement to the Company, including defense costs, should not exceed $125,000.
During October, 1995, the Company notified its primary lender, The Huntington
National Bank ("Bank"), that as of September 30, 1995, and due to the cyclical
nature of its business, the Company may have incurred possible events of default
under certain provisions of its Bank loan agreement. The possible events of
default relate to borrowing base requirements and certain financial ratios.
Accordingly, due to the cyclical nature of the Company's business, the Bank has
waived the possible events of default and modified provisions of the Bank loan
agreement relating to borrowing base requirements and certain financial ratios
through December 30, 1995, whereby the Company must then be in compliance with
the original terms of the Bank loan agreement.
<PAGE>
PLAN OF DISTRIBUTION
All of the shares of Common Stock offered hereby were issued by the Company
in a private placement during 1993 and presently are "restricted securities"
not currently salable under Rule 144 under the Securities Act. The Selling
Stockholders were granted certain registration rights in connection with such
private placement. The shares of Common Stock are being registered to remove
their restricted status under the Securities Act.
The Selling Stockholders or their successors-in-interest may choose to sell
all or a portion of the shares of Common Stock from time to time through
dealers, brokers or other agents or directly to one or more purchasers in
transactions on the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the current market price, or at prices
and terms otherwise negotiated. Among other transactions, the shares of Common
Stock may be sold in one or more of the following transactions: (a) block
trades in which the broker or dealer so engaged will attempt to sell the
shares of Common Stock as agent but may position and resell a portion of the
block as principal to facilitate a transaction, (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus, and (c) ordinary brokerage transactions and transactions
in which the broker solicits purchases. In effecting sales, brokers and dealers
engaged by Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated (and, if such broker-dealer
acts as agent for the purchaser of such shares, from such purchaser.) Broker-
dealers who acquire shares of Common Stock as principal may thereafter resell
such shares from time to time in transactions (which may involve crosses or
book transactions and which may involve sales to and through other broker-
dealers, including transactions of the nature described above) in the over-the-
counter market, in negotiated transactions or otherwise, at market price
prevailing at the time of sale or at prices otherwise negotiated, and in
connection with such resale may pay to or receive from the purchasers of such
shares commissions as described above. Brokers or dealers engaged by the Selling
Stockholders and effectuating sales and any participating brokers or dealers may
be deemed to be "underwriters" within the meaning of the Securities Act, in
connection with such sales.
The Company will pay substantially all of the expenses incident to this
offering of the shares of Common Stock by the Selling Stockholder to the public,
other than commissions and discounts of underwriters, brokers, dealers or agent.
The Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities arising under the Securities Act, and the
Selling Stockholders may, but are not required to, indemnify any broker, dealer,
agent or underwriter that participates in transactions involving sales of the
shares.
In order to comply with certain states' securities laws, if applicable, the
shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Common Stock may not be
sold unless the Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with
SELLING STOCKHOLDERS
The Selling Stockholders are Allen Value Partners, L.P., a limited
partnership and Allen Value Partners Limited. The Selling Stockholders owned
105,094 and 12,553 shares, respectively, of Common Stock prior to this offering,
all of which are included in this offering. Assuming that all 117,647 shares of
Common Stock are sold, the Selling Stockholders will own no shares of Common
Stock after this offering.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1994 and for the year then ended, incorporated by reference in this
Prospectus and elsewhere in the Registration Statement from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference (which report expresses an
unqualified opinion and includes an explanatory paragraph referring to a
potential income tax assessment by the Internal Revenue Service) and have been
incorporated by reference in reliance upon the report of such firm given their
authority as experts in accounting and auditing.
The consolidated financial statements and schedule of the Company, except
for the combined financial statements of Great British Book Fairs Inc. and
School Book Fairs Limited, wholly-owned subsidiaries, as of December 31, 1993
and for the year then ended and the ten months ended December 31, 1992,
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement from the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Hausser + Taylor, independent
accountants, as set forth in their report included therein and incorporated
herein by reference, and have been incorporated by reference in reliance upon
the report of such firm given their authority as experts in accounting and
auditing.
The combined financial statements of Great British Book Fairs Inc. and
School Book Fairs Limited, wholly-owned subsidiaries of the Company as of
December 31, 1993 and for the year then ended and the period from May 20, 1992
to December 31, 1992, not separately incorporated by reference in this
Prospectus and elsewhere in the Registration Statement but used in the
preparation of the Company's consolidated financial statements and the combined
financial statements of School Book Fairs, Inc. and affiliates, have been
audited by Arthur Andersen, independent chartered accountants, as set forth in
their report included therein and incorporated herein by reference, and have
been incorporated by reference in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
<PAGE>
LEGAL MATTERS
The validity of the authorization and issuance of the Common Stock offered
hereby is being passed upon for the Company by Johnson, Blakely, Pope, Bokor,
Ruppel & Burns, P.A., Tampa, Florida.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities being registered hereby. All
amounts will be paid by the Company.
Securities and Exchange Commission registration fee $ *119.17
Accounting fees and expenses 3,000.00
Legal fees and expenses (not including Blue Sky) 8,500.00
Blue Sky fees and expenses (including legal fees) 1,000.00
Miscellaneous 1,000.00
TOTAL $13,619.17
_____________
* Represents actual expense. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers
The Registrant is a Delaware corporation governed by the General
Corporation Law of the State of Delaware (the "DGCL"). Section 145 of the DGCL
grants such corporation organized thereunder the power to indemnify its
directors and officers against liabilities for certain of their acts. The
Certificate of Incorporation of the Registrant provides for indemnification of
the directors and officers of the Registrant to the fullest extent permitted by
applicable law. Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder,
eliminating or limiting, with certain exceptions, the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Certificate of Incorporation of the
Registrant, eliminates the liability of each of the Registrant's directors to
its stockholders or to the Registrant itself for monetary damages for breach of
fiduciary duty as a director, to the extent permitted by the DGCL. The
foregoing statements are subject to the detailed provisions of Section 102(b)(7)
of the DGCL and the Certificate of Incorporation of the Registrant.
<PAGE>
Item 16. Exhibits.
Number Title
5 Form of Opinion of Johnson, Blakely, Pope, Bokor,
Ruppel & Burns, P.A. concerning legality of the Common
Stock being offered
24(a) Consent of Hausser + Taylor
24(b) Consent of Arthur Andersen
24(c) Consent of DeLoitte & Touche, LLP
24(d) Consent of Johnson, Blakely, Pope, Bokor, Ruppel &
Burns, P.A. (included in Exhibit 5)
25 Power of Attorney
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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)
shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act 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.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended, that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions
referred to in Item 15 of this Registration Statement, or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in such 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 hereby, 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
such Act and will be governed by the final adjudication of such issue.
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on this 16th day
of October, 1995.
PAGES, INC.
By: /s/ Richard A. Stimmel
Richard A. Stimmel, President
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 Capacity Date
/s/ S. Robert Davis* Chairman of the Board and October 16, 1995
S. Robert Davis Director (Principal Executive
Officer)
/s/ Richard A. Stimmel President, Treasurer, and October 16, 1995
Richard A. Stimmel Director (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Charles R. Davis* Director October 16, 1995
Charles R. Davis
/s/ Juan F. Sotos, M.D.* Director October 16, 1995
Juan F. Sotos, M.D.
/s/ Robert J. Tierney* Director October 16, 1995
Robert J. Tierney
*By: /s/ Richard A. Stimmel
Richard A. Stimmel
(Attorney-in-fact)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Document
5 Opinion of Johnson, Blakely,
Pope, Bokor, Ruppel & Burns, P.A.
24(a) Consent of Hausser + Taylor
24(b) Consent of Arthur Andersen
24(c) Consent of Deloitte & Touche, LLP
24(d) Consent of Johnson, Blakely, Pope,
Bokor, Ruppel & Burns, P.A.
(included in Exhibit 5)
25 Power of Attorney
LEGEND TO BE INSERTED ALONG LEFT-HAND SIDE OF COVER PAGE OF 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 that 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 the registration or qualification under the securities laws of any such
state.
<PAGE>
EXHIBIT 5
October 16, 1995
Pages, Inc.
801 94th Avenue North
St. Petersburg, FL 33702
RE: Pages, Inc. - Registration Statement on Form S-3 for Selling Shareholders
Gentlemen:
We have acted as counsel to Pages, Inc., a Delaware corporation
(the "Company"), in connection with the registration for resale by selling
shareholders of 117,647 shares of common stock, $.01 par value ("Common
Stock") registered on a Form S-3 registration statement (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933 (the "Act").
We are familiar with the authorization and issuance of the shares of
Common Stock covered by the Registration Statement and we have examined the
Registration Statement and its exhibits, the Company's Certificate of
Incorporation and Bylaws and the Resolution adopted by the Board of
Directors of the Company authorizing the issuance and sale of the Common
Stock.
In addition, we have obtained from public records and from officers of
the Company and examined originals or copies, identified to our
satisfaction, of such other certificates, agreements, and other assurances
as we considered necessary for the purpose of rendering the opinion hereinafter
expressed.
We have also consulted with officers and directors of the Company and
have obtained such representations with respect to matters of fact as we
have deemed necessary or advisable for purposes of rendering the opinion
hereinafter expressed; we have not necessarily independently verified the
factual statements made to us in connection therewith, nor the veracity of
such representations, but we have no reason to doubt their truth or accuracy.
Based on the foregoing, it is our opinion that the Common Stock covered
by the Registration Statement constitutes legally issued securities of the
Company, fully paid and nonassessable.
We hereby consent to the use of this Opinion as an exhibit to the
Registration Statement and to the reference to this law firm in the
Prospectus under the heading "Legal Matters." In giving this consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
JOHNSON, BLAKELY, POPE,
BOKOR, RUPPEL & BURNS, P.A.
<PAGE>
EXHIBIT 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-3 pertaining to the registration of common shares by a certain
shareholder of Pages, Inc. and in the related Prospectus of our report dated
March 25, 1994 with respect to the consolidated financial statements and
schedule of Pages, Inc. as of December 31, 1993 and for the year ended December
31, 1993 and the ten months ended December 31, 1992 incorporated by reference in
the Prospectus and elsewhere in the Registration Statement from the Pages, Inc.
Annual Report on Form 10-K for the year ended December 31, 1994. We also
consent to the reference to our Firm under the heading `'Experts'' in the
Prospectus.
/s/ Hausser + Taylor
Hausser + Taylor
Columbus, Ohio
October 2, 1995
<PAGE>
EXHIBIT 24(b)
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors of Pages, Inc.
As independent chartered accountants, we hereby consent to the inclusion by
reference to our report dated 23 March 1994 on our audit of the combined
financial statements of Great British Book Fairs, Inc., and School Book Fairs
Limited for the year ended 31 December 1993, and the period from 20 May 1992 to
31 December 1992, which were consolidated into the financial statements of
Pages, Inc., which report is incorporated by reference in the Pages, Inc.,
Annual Report on Form 10-K referred to in the Registration Statement on Form S-3
pertaining to the registration of common shares by certain stockholders of
Pages, Inc., and in the related Prospectus, which is a part of the Registration
Statement.
We also consent to the reference to our firm under the heading `'Experts'' in
the Prospectus.
/s/ Arthur Andersen
Arthur Andersen
Chartered Accountants and Registered Auditors
1 Surrey Street
London
WC2R 2PS
October 2, 1995
<PAGE>
EXHIBIT 24(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
PAGES, Inc. on Form S-3 of our report dated March 29, 1995 (which includes an
explanatory paragraph referring to a potential income tax assessment by the
Internal Revenue Service), appearing in the Annual Report on Form 10-K of PAGES,
Inc. for the year ended December 31, 1994 and to the reference to us under the
heading `'Experts'' in the Prospectus, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Tampa, Florida
October 12, 1995
<PAGE>
EXHIBIT 25
ISSUER'S POWER OF ATTORNEY
We, the undersigned directors and officers of PAGES, INC. (the "Company"),
and each of us do hereby constitute and appoint Richard A. Stimmel and S.Robert
Davis, or either of them, our true and lawful attorneys and agents to sign a
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission, and to do any and all acts and things and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with such Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names and in
the capacities indicated below, any and all amendments (including post-effective
amendments) thereto; and we do hereby ratify and confirm all that the said
attorneys and agents shall do or cause to be done by virtue of this power of
attorney.
Executed below by the following persons in the capacities and on the
dates indicated:
Signature Title Date
/s/ S. ROBERT DAVIS
_____________________________ Chairman of the Board of October 16, 1995
S. Robert Davis Directors (Principal Executive
Officer), Director
/s/ RICHARD A. STIMMEL
_____________________________ President, Treasurer, and October 16, 1995
Richard A. Stimmel Director (Principal Financial
Officer and Principal
Accounting Officer)
/s/ CHARLES R. DAVIS
_____________________________ Executive Vice President, October 16, 1995
Charles R. Davis Director
/s/ JUAN F. SOTOS, M.D.
_____________________________ Director October 16, 1995
Juan F. Sotos, M.D.
/s/ ROBERT J. TIERNEY
_____________________________ Director October 16, 1995
Robert J. Tierney
