<PAGE> 1
As filed with the Securities and Exchange Commission on June 27, 1995
Registration No. 33-_________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
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 jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 94th Avenue No.
St. Petersburg, Florida 33702
(Address of principal executive offices) (Zip Code)
PAGES, INC.
STOCK OPTIONS GRANTED TO EMPLOYEES PURSUANT
TO WRITTEN COMPENSATION CONTRACTS
(Full title of the plan)
_______________
RICHARD A. STIMMEL
President
Pages, Inc.
801 94th Avenue No.
St. Petersburg, Florida 33702
(813) 578-3300
(Name, address and telephone number of agent for service)
_______________
Copies to
Philip M. Shasteen, Esquire
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
100 North Tampa Street, Suite 1800
Tampa, Florida 33602
_______________
<TABLE>
<CAPTION>
Calculation Of Registration Fees
<S> <C> <C> <C> <C>
Title of Proposed Proposed Amount of
Securities Amount to be Maximum Maximum Registration
to be Registered1 Offering Aggregate Fee
Registered Price Per Offering
Share2 Price2
Common Stock 2,014,532 $11.00 $3,078,849 $1,064
$.01 par value
</TABLE>
1In addition, Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers additional shares of $.01 par value Common
Stock which become issuable by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of shares outstanding.
2Estimated solely for the purpose of computing the amount of the registration
fee under Rule 457(h)(1), based on the price at which the options to purchase
1,974,157 shares of Common Stock may be exercised and the closing price of
40,375 shares of the Registrant's Common Stock on the NASDAQ National Market on
June 20, 1995, as reported in the Wall Street Journal.
<PAGE> 2
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Reoffer Prospectus contains the information required by Part I of Form
S-3 with respect to reoffers and resales of shares of Common Stock acquired
pursuant to the exercise of options granted by the Company pursuant to written
compensation contracts.
The information required by Items 1 and 2 of Part I of Form S-8 are not
filed with the Commission as permitted by the note to Part 1 of Form S-8.
REOFFER PROSPECTUS
The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared on Form S-
3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales by affiliates of the Registrant, as defined in Rule 405,
of Common Stock acquired upon the exercise of stock options granted to the
Company's employees pursuant to written compensation contracts and resales of
restricted Common Stock acquired pursuant to the exercise of stock options
granted to the Company's employees pursuant to written compensation contracts.
<PAGE> 3
REOFFER PROSPECTUS
2,014,532 SHARES
COMMON STOCK
($.01 Par Value)
PAGES, INC.
________________________
This Reoffer Prospectus ("Prospectus") relates to the offering by Pages,
Inc. (the "Company") and the subsequent resale by the individuals named under
"Selling Stockholders" of up to 2,014,157 shares of the Company's common stock
$.01 par value (the "Common Stock"), purchasable pursuant to written option
agreements (the "Option Agreements") and 40,375 shares of Common Stock which
have been issued pursuant to the exercise of Option Agreements. As of June 23,
1995, 1,974,157 shares of Common Stock were subject to Option Agreements and
40,375 shares of common stock had been issued pursuant to the exercise of
options granted under the Option Agreements. The Company will not receive any
proceeds from the sale of such shares.
________________________
Investment in the shares involves material risks. 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.
________________________
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
made hereby, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of the time subsequent to the date hereof. The expenses of preparing and filing
the Registration Statement of which this Prospectus is a part are being borne by
the Company.
________________________
The date of this Prospectus is June 26, 1995
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), including Sections 14(a) and 14(c)
relating to proxy and information statements, and in accordance therewith files
reports and other information with the Securities and Exchange Commission
("Commission"). Reports 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; 500
West Madison Street, Suite 1400, Chicago, Illinois, 60661; and 7 World Trade
Center, Suite 1300, New York, New York, 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street
N.W., Washington, D.C., 20549 at prescribed rates. The Company's Common Stock
is traded on the NASDAQ National Market under the NASDAQ symbol "PAGZ."
Reports, proxy and information statements may be inspected at the NASDAQ
offices, 1735 K Street Northwest, Washington, D.C., 20006.
The Company furnishes annual reports to its shareholders which include
audited financial statements. The Company may furnish quarterly financial
statements to shareholders and such other reports as may be authorized, from
time to time, by the Board of Directors.
INCORPORATION OF DOCUMENTS BY REFERENCE
Certain documents have been incorporated by reference into the Company's
Section 10(a) prospectus, either in whole or in part, in this Prospectus. The
Company will provide without charge (i) to each person to whom a Prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the information that has been incorporated by reference (not including exhibits
to the information unless such exhibits are specifically incorporated by
reference into the information), and (ii) documents and information required to
be delivered to the Company's employees pursuant to Rule 428(b). Requests for
such information shall be addressed to the Company at 801 94th Avenue No., St.
Petersburg, Florida 33702, telephone (813) 578-3300.
The following documents are incorporated by reference into this Prospectus:
the Company's Annual Report on Form 10-K for the year ended December 31, 1994,
filed pursuant to Section 13(a) or 15(d) of the Exchange Act; the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1995, filed
pursuant to Section 13(a) of the Exchange Act; and the description of the
Company's Common Stock which is contained in the Registration Statement on Form
8-A filed by the Company to register such securities under Section 12 of the
Exchange Act. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the
termination of the offering, shall be deemed to be incorporated by reference
into this Prospectus.
<PAGE> 5
INTRODUCTION
Operating principally through wholly-owned subsidiaries, the Company
engages in the leisure - based children's literature and 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 customer base is
concentrated in the Southeastern United States. The Company's
incentive/recognition award segment accounted for 32% of the Company's revenues
in 1994.
The Company's principal executive offices are located at 801 94th Avenue
No., St. Petersburg, Florida 33702, and its telephone number is (813) 578-3300.
The Company's Common Stock is traded on the NASDAQ National Market under the
symbol "PAGZ."
INVESTMENT CONSIDERATIONS
Prospective investors should consider carefully the following factors,
among others, in connection with an investment in the shares.
Continuing Control of the Company by Management. The Company's executive
officers and directors currently own 1,136,681 shares (or 23.54% of the
currently issued and outstanding shares of Common Stock) and collectively hold
outstanding options to purchase an additional 1,889,657 shares of Common Stock
(including options to purchase 8,000 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 Prospectus, their
holdings would represent approximately 45.04% 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 4,829,208 shares of Common Stock (exclusive
of 298,713 shares held in treasury). In addition, the Company has outstanding
options and a warrant to purchase 2,612,964 (of which, the 1,974,157 shares of
Common Stock underlying Option Agreements covered by this Prospectus are a part)
and 250,000 shares of Common Stock, respectively. Of the shares of Common Stock
that will be outstanding if all shares covered by this prospectus are sold,
5,700,652 shares of Common Stock will be freely tradable without restriction or
limitation under the Securities Act of 1933, as amended (the "Securities Act").
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
<PAGE> 6
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 110,400 shares of Common Stock under the 1993 Stock
Option Plan are outstanding and are held by employees of the Company. The
holders of 130,094 shares of Common Stock purchased from the Company in a
private placement have been granted registration rights. In addition, upon the
filing of the Registration Statement of which this Prospectus is a part,
1,974,157 of the shares of Common Stock underlying such options and 40,375
shares of Common Stock previously issued pursuant to the exercise of Option
Agreements will be freely tradable.
Shares Available for Issuance. The Company has 12,529,441 shares of Common
Stock (including 298,713 shares held in treasury) and 300,000 undesignated
shares of Preferred Stock that will be authorized, unreserved, and available for
issuance. The Board of Directors, without any further action by the Company's
shareholders, 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.
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
<PAGE> 7
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 U.S. 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.
Class Action. 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. The Company and the other defendants
deny any wrongdoing and intend to vigorously defend the action.
SELLING STOCKHOLDERS
This Prospectus relates to possible sales by directors, officers, and
employees ("Selling Stockholders") who are affiliates of the Company of an
aggregate of up to 1,974,157 shares of Common Stock they may acquire through
exercise of options granted under Option Agreements and 40,375 shares of Common
<PAGE> 8
Stock issued by the Company prior to the date of this Prospectus pursuant to the
exercise of options granted under Option Agreements. The price at which shares
of Common Stock may be purchased upon the exercise of options granted under
Option Agreements was based on the mean between the bid and ask prices of the
Common Stock on the date of grant and varies from $.80 per share to $11.00 per
share. The following table lists the names of the affiliates of the Company
eligible to resell shares of Common Stock acquired pursuant to the exercise of
options granted under the Option Agreements, and the amount of common stock
available to be resold, whether or not such persons have a present intent to do
so. One non-affiliate of the Company not listed in the following table holds
375 shares of Common Stock issued under one of the Option Agreements. Such
unnamed non-affiliate may use this Prospectus for reoffers and resales of such
shares. The Company will receive the proceeds from option exercises but will
not receive any of the proceeds from the sale of the shares of Common Stock
covered by this Prospectus.
<TABLE>
<CAPTION>
Amount of Beneficial Ownership
Beneficial Common Stock After Sale(3)
Ownership Prior Available to be Number %of
Name to Offering(1) Resold(2) of Shares Class(4)
<S> <C> <C> <C> <C>
S. Robert Davis, 1,276,572(5) 577,057(6) 699,515 12.94%
Chairman
Richard A. Stimmel, 838,159(7) 733,307 104,852 1.88%
President,
Treasurer,
and Director
Charles R. Davis, 641,348(8) 581,168 60,180 1.11%
Executive Vice
President,
Secretary,
and Director
Randall J. Asmo, 37,625 28,125 9,500 *
Vice President
</TABLE>
__________
*Less than 1%
(1) Represents sole voting and investment power unless otherwise indicated.
Beneficial Ownership prior to offering includes all currently outstanding
options, whether presently exercisable or to become exercisable from time to
time in the future except that in accordance with Rule 13(d)-3(d) promulgated
under the Exchange Act, each Selling Stockholder disclaims beneficial ownership
of all shares which such Selling Stockholder does not have the right to acquire
within 60 days after the date of this Prospectus. All options granted under
Option Agreements are presently exercisable.
(2) Assumes the exercise of all currently outstanding options granted under
Option Agreements.
(3) Assumes the sale of all shares of Common Stock issued pursuant to the
exercise of options granted under Option Agreements and available to be resold
hereunder.
<PAGE> 9
(4) Based on 4,829,208 shares of Common Stock outstanding as of June 23, 1995,
plus, as to each person listed, that portion of the unissued shares of Common
Stock subject to outstanding options which may be exercised by such person.
(5) Includes 11,000 shares owned by Mr. Davis' wife as to which Mr. Davis
disclaims beneficial ownership and includes 537,057 shares of unissued Common
Stock and 40,000 shares of Common Stock covered by this Prospectus. Does not
include Common Stock owned by American Home Building Corporation as to which Mr.
Davis could be deemed to have beneficial ownership. See Note (8).
(6) Includes 40,000 shares of restricted Common Stock issued to Mr. Davis upon
his exercise of Option Agreements.
(7) Includes 733,307 shares of unissued Common Stock covered by this Prospectus.
Does not include Common Stock owned by American Home Building Corporation as to
which Mr. Stimmel could be deemed to have beneficial ownership. See Note (8).
(8) Includes 781 shares owned by Mr. Davis' wife and 3,874 shares owned by Mr.
Davis' children as to which Mr. Davis disclaims beneficial ownership and
includes 581,168 shares of unissued Common Stock covered by this Prospectus.
Does not include Common Shares owned by American Home Building Corporation as to
which Mr. Davis could be deemed to have beneficial ownership. American Home
Building Corporation is a private corporation owned equally by S. Robert Davis,
Charles R. Davis, and Richard A. Stimmel. Therefore, 54,687 of the 164,062
shares of Common Stock owned by American Home Building Corporation could be
attributed to each of Messrs. Davis, Davis, and Stimmel. Accordingly, S. Robert
Davis could be deemed the beneficial owner of 1,331,259 shares of Common Stock,
Richard A. Stimmel could be deemed the beneficial owner of 892,846 shares of
Common Stock, and Charles R. Davis could be deemed the beneficial owner of
696,035 shares of Common Stock.
METHOD OF SALE
Sales of the Shares offered by this Prospectus will be made on the NASDAQ
National Market, where the Company's Common Stock is listed for trading, or in
other markets where the Company's Common Stock may be traded, or in negotiated
transactions. Sales will be at prices determined when the sales take place.
Sales may involve payment of normal brokers' commissions by Selling
Stockholders. Sales to dealers are expected to be at the normal dealer's market
price. Such brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and their
commissions or discounts and other compensation may be regarded as underwriters'
compensation. There is no present plan of distribution.
The Selling Stockholders will pay all applicable stock transfer taxes and
brokerage commissions, discounts, fees and expenses applicable to their sale of
Shares. The Company has or will bear the expenses of the registration of the
shares with the Commission, including the filing and registration fees and the
Company's accounting and legal fees in connection therewith.
<PAGE> 10
SEC POSITION REGARDING INDEMNIFICATION
The Company's Certificate of Incorporation provides for indemnification of
officers and directors, among other things, in instances in which they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the Company and in which, with respect to criminal
proceedings, they had no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company
under the provisions described above, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in that Act and is therefore unenforceable.
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 upon
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
upon 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 firms given upon
their authority as experts in accounting and auditing.
<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1995, filed pursuant to Section 13(a) of the Exchange Act;
(c) The description of the Registrant's Common Stock which is included in
Registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission pursuant to Section 12 of the Exchange Act; and
(d) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Registrant's fiscal year covered
by the registrant's Annual Report on Form 10K for the year ended December 31,
1994.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold at the time of
such amendment will be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE> 12
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation law provides, inter alia,
that under specified circumstances a corporation shall have the power to
indemnify any person who is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, against expenses, attorneys' fees, judgments, fines and
settlements. Article X of the Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify any director, officer, employee or
agent of the Registrant to the fullest extent authorized by the Delaware General
Corporation law, as the same exists or may thereafter be amended, against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith. In addition, consistent with Section 102 of the Delaware
General Corporation law, the Registrant's Certificate of Incorporation limits
the personal liability of the Registrant's directors to the Registrant or its
stockholders for monetary damages for certain breaches of fiduciary duty. The
Registrant maintains director and officer liability insurance which would
provide coverage against certain securities law liabilities.
Item 7. Exemption from Registration Claimed.
This Registration Statement includes a total of 40,375 shares of Common
Stock issued to two employees upon their exercise of options granted under
Option Agreements. Such shares were issued in reliance upon Section 4(2) of the
Securities Act.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
(a) The 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, 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; (2) that,
for the purpose of determining any liability under the Securities Act, 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; and
(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
plan.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
<PAGE> 13
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 may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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.
<PAGE> 14
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-8 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 26th day of
June, 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 on June 26,
1995.
Signature Title
/s/ S. Robert Davis*______ Chairman of the Board, Assistant Secretary,
S. Robert Davis and Director
/s/ Richard A. Stimmel____ President, Treasurer, and Director (Principal
Richard A. Stimmel Executive and Financial and Accounting
Officer)
Charles R. Davis*_________ Executive Vice President, Secretary, and
Charles R. Davis Director
/s/ Juan Sotos, M.D.*_____ Director
Juan Sotos, M.D.
/s/ Robert Tierney*_______ Director
Robert Tierney
*By: /s/ Richard A. Stimmel
Richard A. Stimmel
(Attorney in Fact)
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 Certificate of Incorporation of the Company dated October 5,
1994.1
4.2 Bylaws of the Company.1
5 Opinion of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
(including Consent).
15 Not applicable.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Hausser + Taylor, independent certified public
accountants.
23.3 Consent of Arthur Andersen.
23.4 Consent of Johnson Blakely Pope Bokor Ruppel & Burns,
P.A.(included in Exhibit 5.)
24 Power of Attorney.
28 Not applicable.
Additional Exhibits
99.1 Form of typical Written Compensation Contract
1Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, File Number 0-10475, filed in Washington,
D.C.
<PAGE> 16
FILE NO. 33869.92359
June 26, 1995
Pages, Inc.
801 94th Avenue North
St. Petersburg, FL 33702
Re: Pages, Inc. - Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Pages, Inc., a Delaware corporation (the
"Company") in connection with the preparation and filing of a Registration
Statement (the "Registration Statement") on Form S-8 covering the issuance by
the Company of shares of Common Stock pursuant to written compensation contracts
and the reoffer and resale of such shares, filed on June 26, 1995, with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933 (the "Act").
In rendering the opinion expressed herein, we have examined the following
documents and instruments:
1. The Registration Statement, the exhibits filed or to be filed in
connection therewith, and the form of Reoffer Prospectus contained therein;
2. The Company's Certificate of Incorporation;
3. The Company's Bylaws, as amended; and
4. Samples of the written compensation contracts referred to above.
<PAGE> 17
In addition, we have obtained from public officials 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 purposes 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:
After the Registration Statement is effective and when the applicable
provisions of the "blue sky" or other state securities laws shall have been
complied with, the Company's securities covered by the Registration Statement,
when issued and sold in accordance with the terms of the Registration Statement,
upon receipt of payment therefor, will constitute 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 of this law firm in the Reoffer
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.
PMS/mda
24702
<PAGE> 18
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
PAGES, Inc. on Form S-8 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.
Deloitte & Touche
Tampa, FL
June 26, 1995
EXHIBIT 23.1
<PAGE> 19
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of common shares related to stock
options granted to certain employees 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.
HAUSSER + TAYLOR
Columbus, Ohio
June 22, 1995
EXHIBIT 23.2
<PAGE> 20
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board 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 of Form S-8
pertaining to the registration of common shares by Pages, Inc., and in the
related Reoffer 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.
Arthur Anderson
Chartered Accountants and Registered Auditors
1 Surrey Street
London
WC2R 2PS
21 June 1995
EXHIBIT 23.3
<PAGE> 21
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-8 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 June 26, 1995
S. Robert Davis of Directors (Principal
Executive Officer),
Director
/S/ RICHARD A. STIMMEL
__________________________ President, Treasurer, June 26,1995
Richard A. Stimmel and Director (Principal
Financial Officer and
Principal Accounting
Officer)
/S/ CHARLES R. DAVIS
__________________________ Director June 26, 1995
Charles R. Davis
/S/ JUAN F. SOTOS, M.D.
__________________________ Director June 26, 1995
Juan F. Sotos, M.D.
/S/ ROBERT J . TIERNERY
__________________________ Director June 26, 1995
Robert J. Tierney
0011086.01
