SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [x]
Filed by a Party other than Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PAGES, INC.
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- ---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PAGES, INC.
801 94th Avenue North
St. Petersburg, Florida 33702
April 22, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Pages, Inc. on Friday, May 30, 1997. The meeting will begin at 11:30 a.m. at
801 94th Avenue North, St. Petersburg, Florida.
Information regarding the matters to be voted upon at the Annual Meeting is
contained in the attached Proxy Statement. We urge you to read the Proxy
Statement carefully.
Because it is important that your shares be voted at the Annual Meeting,
whether or not you plan to attend in person, we urge you to complete, date and
sign the enclosed proxy card and return it as promptly as possible in the
accompanying envelope. If you do attend the meeting and wish to vote your
shares in person, even after returning your proxy, you still may do so.
We look forward to seeing you in St. Petersburg, Florida on May 30, 1997.
Very truly yours,
/s/ S. Robert Davis
-------------------------
S. Robert Davis, Chairman
<PAGE>
PAGES, INC.
801 94th Avenue North
St. Petersburg, Florida 33702
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 30, 1997
To the Stockholders of Pages, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Pages,
Inc. (the "Company") will be held at 801 94th Avenue North, St. Petersburg,
Florida on May 30, 1997 at 11:30, a.m., Eastern Standard Time, to consider and
take action on the following matters:
1. To elect four Directors to serve on the Board of Directors of the
Company for one year and until their successors are duly elected and
shall qualify.
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Stockholders of record at the close of business on April 21, 1997 are
entitled to notice of and to vote at the meeting or any adjournment thereof. A
list of stockholders entitled to notice of and to vote at the meeting may be
examined at the executive offices of Pages, Inc. at 801 94th Avenue North, St.
Petersburg, Florida 33702.
So that we may be sure your vote will be included, please date, sign and
return the enclosed proxy promptly. For your convenience, a postage paid return
envelope is enclosed for your use in returning your proxy. If you attend the
meeting, you may revoke your proxy and vote in person.
If you would like to attend the meeting and your shares are held by a
broker, bank or other nominee, you must bring to the meeting a recent brokerage
statement or a letter from the nominee confirming your beneficial ownership of
the shares. You must also bring a form of personal identification. In order to
vote your shares at the meeting, you must obtain from the nominee a proxy issued
in your name.
Dated April 22, 1997 By Order of the Board of Directors
/s/ Charles R. Davis
-----------------------------------
Charles R. Davis, Secretary
<PAGE>
PAGES, INC.
PROXY STATEMENT
For Annual Meeting of Stockholders
To be Held on May 30, 1997
Summary
This Proxy Statement is furnished to Stockholders in connection with the
solicitation of proxies on behalf of the Board of Directors of Pages, Inc. (the
"Company") for use at its Annual Meeting of Stockholders to be held on May 30,
1997 at 11:30 A.M. at the Company's principal executive offices at 801 94th
Avenue North, St. Petersburg, Florida 33702, as set forth in the accompanying
Notice of Annual Meeting of Stockholders and at any adjournments thereof. This
Proxy Statement and the accompanying form of proxy are being mailed to
Stockholders on or about April 22, 1997.
The Annual Meeting has been called to consider and take action on the
election of four Directors to serve on the Board of Directors of the Company for
one year and until their successors have been duly elected and shall qualify.
The close of business on April 21, 1997, has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournments thereof (the "Record Date"). The stock
transfer books will not be closed.
Solicitation and Revocation of Proxies
This Proxy Statement is being furnished to Stockholders in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held at the time, place, and for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders
and at any adjournments thereof.
As of the Record Date, there were 6,194,009 of the Company's Common Stock,
$.01 par value ("Common Stock") issued and outstanding, (exclusive of 298,713
shares held in treasury). As of the Record Date, all of the present directors
and executive officers of the Company, a group of seven persons, owned
beneficially 2,399,797 shares of Common Stock. The Company believes that such
officers and directors intend to vote their shares of Common Stock for each of
the nominees to be elected as Directors named in this Proxy Statement.
To be elected, the nominees to be selected as Directors named in this Proxy
Statement must receive a plurality of the votes cast by the Common Stock
entitled to vote. With respect to voting on the election of directors the
presence in person or by proxy, of a majority of the issued and outstanding
shares of Common Stock constitutes a quorum at the meeting.
Proxies given by Stockholders for use at the meeting may be revoked at any
time prior to the exercise of the powers conferred by giving notice of
revocation to the Company in writing or at the meeting or by delivering to the
Company a later appointment which supersedes the earlier one. Abstentions and
broker non-votes will be counted only for the purpose of determining the
existence of a quorum.
ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED
IN SUCH PROXIES. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF
THE BOARD OF DIRECTORS WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE
THE MEETING.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. The Company may reimburse brokerage firms and others for their
expenses in forwarding proxy materials to the beneficial owners and soliciting
them to execute proxies.
Voting Rights
Stockholders of record at the close of business on the Record Date, are
entitled to notice of and to vote at the Annual Meeting of Stockholders or any
adjournments thereof. On the Record Date, the Company had 6,194,009 shares of
Common Stock outstanding and entitled to vote on all matters properly brought
before the meeting. Each Common Share of record as of the Record Date is
entitled to one vote in all matters properly brought before the meeting.
Election of four directors to serve for one year and until their successors have
been duly elected and shall qualify.
The Board of Directors has concluded that the re-election of S. Robert
Davis, Juan F. Sotos, M.D. and Robert J. Tierney as Directors is in the best
interests of the Company and recommends their election. The Board of Directors
has also nominated Randall J. Asmo for a seat on the Board of Directors and
recommends his election. The Board of Directors has a conflict of interest with
respect to such nominations. Biographical information concerning Messrs. Davis,
Asmo, Tierney and Dr. Sotos can be found under "Directors and Executive
Officers."
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted for the election of the nominees listed herein.
Although the Board of Directors of the Company does not contemplate that any of
such nominees will be unable to serve, if such a situation exists prior to the
Annual Meeting, the persons named in the enclosed proxy will vote for the
election of such other persons as may be nominated by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR the election of
the nominees listed above. Unless indicated to the contrary, the enclosed Proxy
will be noted "FOR" such nominees.
Directors and Executive Officers
The following table sets forth certain information concerning the directors
and executive officers of the Company.
Director or
Executive
Name Age Position (1) Officer Since
- ---------------------- ---- -------------------------------- ------------
S. Robert Davis (2,3) 58 Chairman of the Board, President,
Assistant Secretary, and Director 1990
Charles R. Davis (2) 35 Executive Vice President,
Secretary, and Director 1983
Randall J. Asmo 32 Vice President 1992
Juan F. Sotos, M.D.(3,4) 69 Director 1992
Robert J. Tierney(3,4) 49 Director 1992
William L. Clarke 60 Senior Vice President; 1996
Chief Executive Officer and
President of Pages Book Fairs
Steven L. Canan 49 Chief Financial Officer and 1997
Treasurer
(1) All positions are those held with the Company, except as otherwise
indicated.
(2) S. Robert Davis is the father of Charles R. Davis.
(3) Member of the Audit Committee
(4) Member of the Executive Compensation Committee
Executive officers are elected by the Board of Directors and serve until their
successors are duly elected and qualify, subject to earlier removal by the
shareholders. Directors are elected at the annual meeting of shareholders to
serve for one year and until their respective successors are duly elected and
qualify, or until their earlier resignation, removal from office, or death. The
remaining directors may fill any vacancy in the Board of Directors for an
unexpired term.
Business Experience of Directors and Executive Officers
S. Robert Davis was elected a director and Chairman of the Board in March,
1990, and Assistant Secretary in May, 1992. Prior to his election to the Board
of Directors, he served as Assistant to the President from January, 1988, to
March, 1990, on a part-time basis. Additionally, during the past five years, Mr.
Davis has operated several private businesses involving the developing, sale
and/or leasing of real estate but devotes substantially all of his business time
to the Company. Mr. Davis is also a director of CA Short Company, a company
with a class of securities registered pursuant to section 12 of the Securities
Exchange Act of 1934.
Charles R. Davis became a director of the Company in December, 1983. He was
elected as Vice President of the Company in April, 1986, and served as Secretary
and Assistant Treasurer of the Company from January, 1984, until April, 1986. In
September, 1989, Mr. Davis was again elected Secretary of the Company and, in
July, 1991, he was elected Executive Vice President of the Company. In
September, 1992, Mr. Davis was elected President of CA Short Company, a
subsidiary of the Company that was spun-off to shareholders on December 31,
1996. Additionally, during the past five years, Mr. Davis has operated several
private businesses involving the developing, sale and/or leasing of real estate
but devotes substantially all of his business time to the Company. Mr. Davis is
also a director of CA Short Company, a company with a class of securities
registered pursuant to section 12 of the Securities Exchange Act of 1934.
William L. Clarke was elected Senior Vice President in May, 1996. Shortly
before this election, he joined Pages Book Fairs, Inc. as President and Chief
Executive Officer. Prior to that time, he was president of Clarke & Associates,
a management consulting firm. Mr. Clarke's background also includes twelve
years as a partner of Deloitte & Touche LLP and Ernst & Young LLP in their
national retail practices.
Steven L. Canan was elected Chief Financial Officer and Treasurer in
February, 1997. Previously, Mr. Canan served as Vice President of
Administration for Pages Book Fairs, Inc. Mr. Canan joined Pages Book Fairs in
1988 as its Controller and has held several positions within Pages Book Fairs
since that time. Prior to joining Pages Book Fairs, Mr. Canan served in
financial positions with Xerox Education Publications, manufacturing companies
and Arthur Andersen & Co.
Randall J. Asmo was elected Vice President in September, 1992. Prior to that
time, he served as Assistant to the President from February, 1990 to September,
1992. Additionally, since October, 1987, Mr. Asmo has served as Vice President
of Mid-States Development Corp., a privately-held real estate development and
leasing company, as Vice President of American Home Building Corp., a privately-
held real estate development company, and an officer of several other small
business enterprises.
Juan F. Sotos, M.D. was elected as a director on December 22, 1992. Dr.
Sotos has been a Professor of Pediatrics at The Ohio State University College of
Medicine since 1962 and also serves as Chief of Endocrinology and Metabolism at
Children's Hospital in Columbus, Ohio.
Robert J. Tierney was elected as a director on October 21, 1992. Dr. Tierney
currently serves as the Acting Chairperson of the Ohio State University
Department of Education Theory and Practice. Dr. Tierney is also active in
education research and has served as a Professor at The Ohio State University
since 1984.
Certain Relationships and Related Transactions. In the third and fourth
quarters of 1996, the Company made loans in the principal amount of $306,249.44,
$380,263.20, and $17,500.00 to Messrs. Robert Davis, Charles Davis and Randall
Asmo, respectively relating to their exercise of stock options previously
granted by the Company. The loans are due in September 1999. Interest at the
rate of 7% per annum is payable only in the event and to the extent that the
fair market value of the shares of Company Common Stock at the close of business
on September 26, 1999 exceeds the exercise price.
The Board of Directors
The Company's Bylaws provide that the number of Directors which shall
constitute the whole Board of Directors shall be as from time to time determined
by resolution of the Board of Directors, but the number shall not be less than
three. The Board of Directors currently consists of four members. The Board of
Directors held 8 meetings during the fiscal year ended December 31, 1996.
There are no material proceedings to which any Director, officer or
affiliate of the Company, any owner of record or beneficially of more than five
percent of any class of voting securities of the Company, or any associate of
any such Director, officer, affiliate of the Company, or security holder is a
party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries.
Committees of the Board of Directors
Audit Committee. The Audit Committee is responsible for making
recommendations to the Board of Directors concerning the selection and
engagement of the Company's independent certified public accountants and reviews
the scope of the annual audit, audit fees, and results of the audit. The Audit
Committee also reviews and discusses with management and the Board of Directors
such matters as accounting policies and internal accounting controls, and
procedures for preparation of financial statements. Dr. Sotos, and Messrs.
Tierney and S. Robert Davis are members of such Committee. The Committee met 3
times during the fiscal year ended December 31, 1996.
Executive Compensation Committee. The Executive Compensation Committee
approves the compensation for executive employees of the Company. Dr. Sotos,
and Mr. Tierney are members of such Committee. The Committee met 5 times during
the fiscal year ended December 31, 1996.
The Company has no nominating committee or any committee performing a
similar function.
Stock Ownership
The shares of Common Stock constitute the only voting securities of the
Company. The following table sets forth certain information as of March 13,
1997, with respect to the beneficial ownership of shares of the Company's common
stock by each person known to the Company to be the beneficial owner of more
than 5% of the Company's outstanding common stock, by each director, by the
President and each of the Company's four other most highly paid executive
officers serving as of December 31, 1996, and by all directors and current
executive officers of the Company as a group:
Amount and
Nature
of Beneficial Percent
Name and Address Ownership(1) of Class(2)
S. Robert Davis 1,352,262(3) 20.61%
801 94th Avenue North
St. Petersburg, Florida 33702
William L. Clarke 118,180(4) 1.80%
801 94th Avenue North
St. Petersburg, Florida 33702
Charles R. Davis 698,906(5) 10.65%
801 94th Avenue North
St. Petersburg, Florida 33702
Randall J. Asmo 90,276(6) 1.38%
5720 Avery Road
Dublin, Ohio 43016
Juan F. Sotos, M.D. 69,390(7) 1.06%
4400 Squirrel Bend
Columbus, Ohio 43220
Robert J. Tierney 14,338(8) 0.22%
4805 Olentangy Blvd.
Columbus, Ohio 43214
Steven L. Canan 56,445(9) 0.85%
801 94th Avenue North
St. Petersburg, Florida 33702
All directors and current executive 2,399,797(10) 36.57%
officers and directors as a group
(7 persons)
___________
(1) Represents sole voting and investment power unless otherwise indicated.
(2) Based on 6,562,389 shares of common stock outstanding as of March 13, 1997,
plus, as to each person listed, that portion of the 606,498 unissued shares of
common stock subject to outstanding options which may be exercised by such
person, and as to all officers and directors as a group, unissued shares of
common stock as to which the members of such group have the right to acquire
beneficial ownership upon the exercise of stock options.
(3) Includes 25,100 shares owned by Mr. Davis' wife as to which Mr. Davis
disclaims beneficial ownership and includes 50,653 unissued Common Shares as to
which Mr. Davis has the right to acquire beneficial ownership upon the exercise
of stock options within the next 60 days.
(4) Includes 115,780 unissued Common Shares as to which Mr. Clarke has the right
to acquire beneficial ownership upon the exercise of stock options within the
next 60 days.
(5) Includes 5,781 shares owned by Mr. Davis' wife and 4,474 shares owned by Mr.
Davis' children as to which Mr. Davis disclaims beneficial ownership and
includes 50,653 unissued Common Shares as to which Mr. Davis has the right to
acquire beneficial ownership upon the exercise of stock options within the next
60 days.
(6) Includes 67,151 unissued common shares as to which Mr. Asmo has the right to
acquire beneficial ownership upon the exercise of stock options within the next
60 days.
(7) Includes 11,578 unissued common shares as to which Dr. Sotos, a Director of
the Company, has the right to acquire beneficial ownership upon the exercise of
stock options within the next 60 days.
(8) Includes 11,578 unissued common shares as to which Dr. Tierney, a Director
of the Company, has the right to acquire beneficial ownership upon the exercise
of stock options within the next 60 days.
(9) Includes 56,441 unissued common shares as to which Mr. Canan has the right
to acquire beneficial ownership upon the exercise of stock options within the
next 60 days.
(10) The number of shares of common stock beneficially owned by all officers
and directors as a group includes 363,834 unissued shares of common stock as to
which they have the right to acquire beneficial ownership upon the exercise of
stock options within the next 60 days, 10,255 shares of common stock owned by
Mr. Charles Davis' wife and children as to which Mr. Davis disclaims any
beneficial ownership, and 25,100 shares of common stock owned by Mrs. S. Robert
Davis as to which Mr. Davis disclaims any beneficial ownership.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and persons who beneficially own more than 10% of the
Company's Common Stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC") and the
National Association of Securities Dealers, Inc. Executive officers, directors
and greater than 10% beneficial owners are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such forms furnished to the Company and
written representations from the executive officers and directors, the Company
believes that all Section 16(a) filing requirements applicable to its executive
officers, directors, and greater than 10% beneficial owners were complied with.
Compensation of Executive Officers and Directors
Director Compensation. Each director who is not an officer of the Company
receives a fee of $1,100 for attendance at each Board meeting, a fee of $550 for
attendance at each telephonic Board meeting, and a fee of $500 for attendance at
each meeting of a Board committee of which he is a member. Directors who are
also officers of the Company receive no additional compensation for their
services as directors. Mr. Davis' compensation as Chairman of the Board is set
forth under "Executive Compensation" below.
In addition, during fiscal 1996, the Company granted to each of Dr. Sotos
and Mr. Tierney, options to purchase 10,000 shares of Company Common Stock at a
purchase price of $2.13 per share, which reflected the mean between the bid and
asked prices of the Company's Common Stock on the Nasdaq Stock Market on the
date of the grant.
Executive Compensation. The following table shows, for the fiscal years ended
December 31, 1996, 1995, and 1994, the cash compensation paid by the Company and
its subsidiaries, as well as certain other compensation paid or accrued for
those years, to the Company's President and each of its four other most highly
paid executive officers (the "Named Executive Officers") in the principal
capacity in which they served:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-term Compensation
------------------------------------------------------- ----------------------
Number of Number
Name and Other Annual Options of SAR's
Principal Position Year Salary Bonus Compensation Awarded(1) Awarded(2)
- ---------------------- -------- -------- ---------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
S. Robert Davis, 12/31/96 $167,704 $0 $138,086(3) 0 244,078
Chairman and President 12/31/95 $183,180 $0 $209,368(3) 0 0
12/31/94 $185,000 $0 $0 0 0
Richard A. Stimmel, 12/31/96 $41,985 $0 $225,000(4) 0 0
President(4) 12/31/95 $158,180 $0 $349,719(3) 0 0
12/31/94 $160,000 $0 $0 0 0
Charles R. Davis, 12/31/96 $132,315 $0 $134,040(3) 0 122,039
Executive Vice President 12/31/95 $147,896 $0 $103,389(3) 0 0
12/31/94 $140,000 $0 $0 0 0
William L. Clarke 12/31/96 $88,346 $0 $166(7) 100,000 51,867
Senior Vice President(5)
Tamara Zeph 12/31/96 $69,908 $0 $198(7) 25,000 0
Chief Financial Officer(6) 12/31/95 $66,780 $0 $160(7) 6,300 0
12/31/94 $57,493 $0 $63(7) 0 0
Steven L. Canan 12/31/96 $87,903 $0 $216(7) 40,000 15,255
Vice President 12/31/95 $77,235 $0 $198(7) 2,500 0
12/31/94 $77,214 $0 $95(7) 0 0
Randall J. Asmo 12/31/96 $59,090 $0 $7,891(3) 35,000 30,510
Vice President 12/31/95 $59,090 $0 $0 10,500 0
12/31/94 $27,185 $0 $0 0 0
</TABLE>
______________
(1) Stock options previously granted to the Named Executive Officers, by their
terms, automatically adjust to reflect certain changes in the outstanding Common
Shares of the Company, including stock dividends.
(2) Stock Appreciation Rights awarded under executive incentive compensation
plan dated October 8, 1996.
(3) Represents the difference between the fair market value of the Common
Shares received and the stock option exercise price on the date of exercise.
(4) Mr. Stimmel left the Company in April of 1996. Other annual compensation
is cash paid per a severance agreement dated April 17, 1996.
(5) Mr. Clarke was elected Senior Vice President of the Company in May of 1996.
(6) Ms. Zeph left the Company in November of 1996.
(7) Represents life insurance premiums paid for term life insurance provided as
part of the health insurance plan provided to employees of PBF generally.
Compensation Committee Interlocks and Insider Participation. Juan F. Sotos,
M.D. and Robert J. Tierney served as the Executive Compensation Committee
during the last fiscal year. Neither Dr. Tierney nor Dr. Sotos serve or have
served as an employee of the Company or any of its subsidiaries. Richard A.
Stimmel, previously the Company's President, served until his resignation on the
Executive Compensation Committee along with Drs. Tierney and Sotos during the
last fiscal year. None of such persons serves on the Board of Directors of any
other public company.
Executive Compensation Committee's Report on Executive Compensation. The
Executive Compensation Committee (the "Committee") has designed its executive
compensation policies to provide incentives to its executives to focus on both
current and long-term Company goals, with an overriding emphasis on the ultimate
objective of enhancing stockholder value. The Committee has followed an
executive compensation program, comprised of cash and equity-based incentives,
which recognizes individual achievement and encourages executive loyalty and
initiative. The Committee considers equity ownership to be an important factor
in providing executives with a closer orientation to the Company and its
stockholders. Accordingly, the Committee encourages equity ownership by its
executives through the grant of options to purchase Common Stock. Similarly,
the Committee believes the Company's Employee Stock Purchase Plan encourages
employees to build a meaningful stake in the Company, further aligning their
interests with those of the stockholders.
The Company believes that providing attractive compensation opportunities is
necessary to assist the Company in attracting and retaining competent and
experienced executives. Base salaries for the Company's executives, and the
executives employed by the Company's subsidiaries, have historically been
established on a case-by-case basis by the Board of Directors, based upon
current market practices and the executive's level of responsibility, prior
experience, breadth of knowledge, and salary requirements. Since its
appointment in March, 1993, the Committee has carried forward those policies.
The base salaries of executive officers have historically been reviewed
annually by the Board of Directors and are now reviewed annually by the
Committee. Adjustments to such base salaries have been made considering: (a)
historical compensation levels; (b) the overall competitive environment for
executives; and (c) the level of compensation necessary to attract and retain
executive talent. Stock options have historically been awarded upon hiring,
promotion, or based upon merit considerations. As the value of a stock option
is directly related to the market price of the Company's Common Stock, the Board
of Directors believes the grant of stock options to executives encourages
executives to take a view toward the long-term performance of the Company.
Other benefits offered to executives are generally the same as those offered to
the Company's other employees.
The Committee utilizes the same policies and considerations enumerated above
with respect to compensation decisions regarding the Chairman of the Board and
President, S. Robert Davis. Mr. Davis' 1996 base salary was determined
primarily by reference to historical compensation, scope of responsibility, and
the Company's desire to retain his services. The Committee believes its
compensation policies with respect to its executive officers promote the
interests of the Company and its Stockholders through current motivation of the
executive officers coupled with an emphasis on the Company's long-term success.
Executive Compensation Committee
Juan F. Sotos, M.D.
Robert J. Tierney
Option/SAR Grants in Past Fiscal Year. The following table sets forth certain
information with respect to options and stock appreciation rights granted to the
Named Executive Officers during the last fiscal year.
<TABLE>
<CAPTION>
Number of Percent of
Securities Total
Underlying Options/SARs Grant Date
Name and Principal Options/SARs Granted to Exercise or Expiration Present Value
Position Granted Employees in Base Price Date
Fiscal Year
- ----------------------- ------------ ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
S. Robert Davis 244,078 30.3% $2.13 11/99 $226,993
Chairman of the
Board and President
Charles R. Davis 122,039 15.2% $2.13 11/99 $113,496
Executive Vice
President
Tamara Zeph 25,000 3.1% $2.38 5/02 $ 17,000
Chief Financial
Officer
Randall J. Asmo 30,510 3.8% $2.13 11/99 $ 28,375
Vice President 20,000 2.5% $1.75 7/02 $ 26,200
15,000 1.9% $2.38 5/02 $ 10,200
William L. Clarke 51,867 6.4% $2.13 11/99 $ 48,236
Senior Vice President 25,000 3.1% $1.75 7/02 $ 32,750
75,000 9.3% $2.38 5/02 $ 51,000
Steven Canan 15,255 1.9% $2.13 11/99 $ 14,187
Vice President 15,000 1.9% $2.38 5/02 $ 10,200
25,000 3.1% $2.125 11/02 $ 23,375
</TABLE>
Aggregated Option Exercises and Fiscal Year-End Option/SAR Values. The
following table sets forth certain information with respect to options exercised
during fiscal 1996 by the Named Executive Officers and with respect to
unexercised options and SARs held by such person at the end of fiscal 1996.
<TABLE>
<CAPTION>
Value of Unexercised
Shares In-the-Money Options/
Acquired on Number of Unexercised SARs at Year End(1)
Value Options/SARs at Year End
--------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ---------- --------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
William L. Clarke - - 151,867 - $131,986 -
S. Robert Davis 419,122 $138,086 287,828 - $226,993 -
Charles R. Davis 491,365 $134,040 165,789 - $113,496 -
Randall J. Asmo 15,625 $ 7,891 88,510 - $ 69,560 -
Steven L. Canan - - 64,005 - $ 48,807 -
</TABLE>
______________
(1) The value of unexercised in-the-money options at year end represents the
difference between the closing sale price on the Nasdaq National Market of the
Common Stock on December 31, 1996, and the exercise price of each option
multiplied by the number of shares covered by the option.
Performance Graph. The following line graph compares the yearly change in
the Company's total return to its Stockholders as compared to total return of
the Center for Research in Securities Prices Total Return Index for the NASDAQ
Stock Market (U.S.) and the Standard & Poors Publishing Group, assuming a common
starting point of 100 for the five-year period from December 31, 1991 to
December 31, 1996. Total stockholder return for the Company, as well as for the
Indexes, was determined by adding (a) the cumulative amount of dividends for a
given year (assuming dividend reinvestment), and (b) the difference between the
share price at the beginning and at the end of the year, the sum of which is
then divided by the share price at the beginning of such year.
<TABLE>
<CAPTION>
Year Ending Pages, Inc. S&P Publishing NASDAQ
500 Index Composite
- ---------------- ------------ ------------- ------------
<S> <C> <C> <C>
Dec 31, 1990 100 100 100
Dec 31, 1991 147.37 123.14 157.26
Dec 31, 1992 326.32 143.80 181.97
Dec 31, 1993 565.79 182.57 208.03
Dec 31, 1994 236.84 175.89 202.97
Dec 31, 1995 85.53 226.67 285.26
Dec 31, 1996 171.05 229.64 349.88
</TABLE>
Independent Public Accountants
The accounting firm of Deloitte & Touche LLP, Tampa, Florida, is the
Company's principal auditor and accountant for the year ended December 31, 1996.
The Company has not selected an auditor and accountant for the next fiscal year.
Management expects that a representative of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders. The Deloitte & Touche
representative will be afforded an opportunity to make a statement at the
meeting if desired and is expected to be available to respond to appropriate
questions.
Annual Report
The 1996 Annual Report, which includes financial statements was mailed to
each shareholder receiving this Proxy Statement.
The Company will provide, without charge, to any person receiving a copy of
this Proxy Statement, upon written or oral request of such person, by first
class a copy of the Company's Annual Report on Form 10-K and 10-K/A for the
year 1996, including the financial statements and the financial
statement schedules thereto. Such requests should be addressed to S. Robert
Davis, Chairman, Pages, Inc., 801 94th Avenue North, St. Petersburg, Florida
33702.
Other Proposed Action
The Board of Directors does not intend to bring any other matters before
the meeting nor does the Board of Directors know of any matters which other
persons intend to bring before the meeting. If, however, other matters not
mentioned in this Proxy Statement properly come before the meeting, the persons
named in the accompanying form of proxy will vote thereon in accordance with the
recommendation of the Board of Directors.
Stockholder Proposals and Submission
If any Stockholder wishes to present a proposal for inclusion in the proxy
materials to be solicited by the Company's Board of Directors with respect to
the next Annual Meeting of Stockholders, such proposal shall be presented to the
Company's management prior to December 24, 1997.
<PAGE>
PAGES, INC.
801 94th Avenue North
St. Petersburg, Florida 33702
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 30, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints S. Robert Davis and Randall J. Asmo, and
each of them, proxies, with full power of substitution in each of them, in the
name, place, and stead of the undersigned, to vote at the Annual Meeting of
Stockholders of Pages, Inc. on May 30, 1997, at 11:30, A. M. Eastern Standard
Time, or at any adjournment thereof, according to the number of votes that the
undersigned would be entitled to vote if personally present, upon the following
matter:
1. Election of Directors
[ ] For all nominees listed below (except as marked to the contrary below)
[ ] Withhold Authority to vote for all nominees listed below
S. Robert Davis, Randall J. Asmo
Juan F. Sotos, M.D., and Robert J. Tierney
(Instruction: To withhold authority to vote for any nominee,
write that nominee's name in the space below.
Do not mark "Withhold Authority" above
unless you intend to withhold authority to vote for all nominees.)
_________________________________
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
This proxy will be voted in accordance with the instructions given above. If no
instructions are given, this proxy will be voted FOR the election of directors
as set forth in the Proxy Statement.
Dated: ________________, 1997
___________________________
Signature
___________________________
Signature if held jointly
