SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 1996
PAGES, INC.
__________________________________________________________________
Commission File Number 0-107475
Incorporated - Delaware IRS Identification Number 34-1297143
801 94th Avenue North, St. Petersburg, Florida 37702
Registrant's telephone number, including area code (813) 578-3300
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Item 5. OTHER EVENTS
On Tuesday, November 12, 1996, the Company filed a Form 10 under section 12
(g) of the Securities Exchange Act of 1934, for the spin-off of C A Short
Company, a wholly-owned subsidiary, to its stockholders. It is anticipated that
PAGES, Inc. common shareholders will receive 1.5 shares of C A Short Company
common stock for every ten shares of PAGES, Inc. common stock owned. C A Short
Company, based in Shelby, North Carolina, is engaged in the recognition awards
business. Evaluation by management has determined that the proposed spin-off
would be in the best interests of the Company's stockholders. The decision by
the Company's Board of Directors is subject to certain conditions, including
receiving a fairness opinion from an investment banker and approval of necessary
regulatory authorities. It is anticipated that the spin-off will be effective
within ninety days after the Form 10 filing.
The Company announced on Thursday, November 14, 1996, a loss of $1,373,999
($0.25 per share) from continuing operations and a loss of $735,846 ($0.13 per
share) from discontinued operations for a combined net loss of $2,109,845 ($0.38
per share) on revenues of $3,361,165 for the third quarter ended September 30,
1996. The loss was anticipated due to the seasonal nature of the Company's
business that closely correlates to the school year. This compares to a loss of
$1,844,786 ($0.36 per share) from continuing operations and a loss of $1,014,757
($0.20 per share) from discontinued operations for a combined net loss of
$2,859,543 ($0.56 per share) on revenues of $6,074,458 for the third quarter
ended September 30, 1995.
For the nine months ended September 30, 1996, the Company had income of
$60,748 ($0.01 per share) from continuing operations and a loss of $746,848
($0.14 per share) from discontinued operations for a combined net loss of
$686,100 ($0.13 per share) on revenues of $19,452,583. This compares to a loss
of $2,695,367 ($0.55 per share) from continuing operations and a loss of
$1,584,873 (0.33 per share) from discontinued operations for a combined net loss
of $4,280,240 ($0.88 per share) on revenues of $32,375,439 for the nine months
ended September 30, 1995. The decline in revenues for the three and nine
months ended September 30, 1996 is due to the disposition of the United Kingdom
and Canadian distribution channels in March, 1996, the phase out of Read Aloud
Book Club and certain other children's literature distribution channels in the
third quarter of 1995, and a reduction in the number of domestic book fair
events held. The Company continues to focus on gaining market share in the
domestic book fair market by investing in broader products and services offered
to its customer base. The discontinued operations reflected in the third
quarter of 1996 represent the operations of C A Short Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 20,1996 PAGES, Inc.
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(Registrant)
By: /s/ Randall J. Asmo
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Randall J. Asmo
Principal Financial and Accounting Officer
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November 19, 1996
VIA: Overnight U.P.S.
NASDAQ Operations
3rd Floor
1735 K Street, N.W.
Washington, D.C. 20006
To Whom This May Concern:
Enclosed herewith for filing, please find five (5) complete copies of the Form
8-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for PAGES, Inc.
I have enclosed a copy of this transmittal letter and a self-addressed, stamped
envelope. Please file stamp this letter and return it to me at your earliest
convenience.
Sincerely,
Patricia E. McMaster
Controller
