This amendment includes exhibits 10(n) and 10(o) that were inadvertantly
excluded from the Company's form 10-K filed March 28, 1997, and additional
information concerning the exhibits added to Item 11 Executive Compensation.
The amendment also includes additional information added to Item 13 Certain
Relationships and Related Transactions relative to exhibits 10(j), 10(k),
and 10(l) included in the Comapny's form 10-K filed March 28, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-10475
Pages, Inc.
----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 34-1297143
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 94th Avenue North, St. Petersburg, Florida 33702
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 578-3300
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
-----------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [ X ] NO [ ] .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 13, 1997, was $8,325,184 (computed by reference to the
average bid and asked prices of such stock on such date).
Number of Common Shares, each with $0.01 par value, of the Registrant
outstanding as of March 13, 1997: 6,198,555 Common Shares.
Exhibit index on page ___
Page 1 of ___ Pages.
PART I
<PAGE>
ITEM 11. EXECUTIVE 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.
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 $2.125 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.
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(7)
- ----------------------------- -------- -------- --------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
S. Robert Davis, 12/31/96 $167,704 $0 $138,086(2) 0 244,078
Chairman and President 12/31/95 $183,180 $0 $209,368(2) 0 0
12/31/94 $185,000 $0 $0 0 0
Richard A. Stimmel,(3) 12/31/96 $ 41,985 $0 $225,000(3) 0 0
President 12/31/95 $158,180 $0 $349,719(2) 0 0
12/31/94 $160,000 $0 $0 0 0
Charles R. Davis, 12/31/96 $132,315 $0 $134,040(2) 0 122,039
Executive Vice President 12/31/95 $147,896 $0 $103,389(2) 0 0
12/31/94 $140,000 $0 $0 0 0
William L. Clarke(4) 12/31/96 $88,346 $0 $166(6) 100,000 51,867
Senior Vice President
Tamara Zeph(5) 12/31/96 $69,908 $0 $198(6) 25,000 0
Chief Financial Officer 12/31/95 $66,780 $0 $160(6) 6,300 0
12/31/94 $57,493 $0 $63(6) 0 0
Steven L. Canan 12/31/96 $87,903 $0 $216(6) 40,000 15,255
Vice President 12/31/95 $77,235 $0 $198(6) 2,500 0
12/31/94 $77,214 $0 $95(6) 0 0
Randall J. Amso 12/31/96 $59,090 $0 $7,891(2) 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) Represents the difference between the fair market value of the Common
Shares received and the stock option exercise price on the date of exercise.
(3) Mr. Stimmel left the Company in April of 1996. Other annual compensation
is cash paid per a severance agreement dated April 17, 1996.
(4) Mr. Clarke was elected Senior Vice President of the Company in May of 1996.
(5) Ms. Zeph left the Company in November of 1996.
(6) Represents life insurance premiums paid for term life insurance provided as
part of the health insurance plan provided to employees of PBF generally.
(7) Stock Appreciation Rights awarded under executive incentive compensation
plan dated November 8, 1996.
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 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 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 Options/SARs
Underlying Granted to
Name and Principal Options/SARs Employees in Exercise or Expiration Grant Date
Position Granted Fiscal Year Base Price Date Present Value
- ------------------ ------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
S. Robert Davis 244,078 30.3% $2.13 November 1999 $226,993
Chairman and
President
Charles R. Davis 122,039 15.2% $2.13 November 1999 $113,496
Executive Vice
President
Tamara Zeph 25,000 3.1% $2.38 May 2002 $ 17,000
Chief Financial
Officer
Randall J. Asmo 30,510 3.8% $2.13 November 1999 $ 28,375
Vice President 20,000 2.5% $1.75 July 2002 $ 26,200
15,000 1.9% $2.38 May 2002 $ 10,200
William L. Clarke 51,867 6.4% $2.13 November 1999 $ 48,236
Senior Vice President 25,000 3.1% $1.75 July 2002 $ 32,750
75,000 9.3% $2.38 May 2002 $ 51,000
Steven Canan 15,255 1.9% $2.13 November 1999 $ 14,187
Vice President 15,000 1.9% $2.38 May 2002 $ 10,200
25,000 3.1% $2.125 November 2002 $ 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 Number of Unexercised In-the-Money Options/
Acquired Options/SARs at Year End SARs at Year End(1)
on Value ----------------------------- ---------------------------
Name Exercise(#) Realized Exersizable Unexersizable Exercisable Unexersizable
- ---------------------- --------- -------- ------------ -------------- ------------ --------------
<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>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------
Effective on the close of business on December 31, 1996, the Company
completed a tax-free spin-off of the common stock of the Company's wholly-owned
subsidiary, CA Short Company ("CAS") through a distribution to the stockholders
of Pages, Inc. of one and one-half shares of CAS common stock for every
ten shares of Pages common stock outstanding on the record date. S. Robert
Davis and Charles R. Davis are officers and Directors of CAS. For purposes of
governing certain of the ongoing relationships between the Company and CAS
after the spin-off and to provide for an orderly transition to the status of
the two separate companies, the Company and CAS entered into a Distribution
Agreement, a copy of which is included as an Exhibit to this annual report.
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 the
Company Common Stock at the close of business on September 26, 1999 exceeds the
exercise price.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Pages, INC.
(Registrant)
Dated: April 4, 1997 By:/s/ Steven L. Canan
------------------------------------ -----------------------------
Steven L. Canan
Principal Accounting and
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Dated: April 4, 1997 By:/s/ S. Robert Davis
------------------------------------- --------------------------
S. Robert Davis
Chairman of the Board, and
Director
Dated: April 4, 1997 By: /s/ Charles R. Davis
------------------------------------- -----------------------------
Charles R. Davis
Executive Vice President, and
Director
<PAGE>
EXHIBIT INDEX
PAGES, INC. FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1996
(a) 1. Financial Statements. See Index to Consolidated Financial
Statements and Financial Schedule on page 31.
2. Financial Statement Schedule. See Index to Consolidated
Financial Statements and Financial Statement Schedule on page
31.
3. Exhibits. The following exhibits are required to be filed as
part of this report:
3(a)1 Certificate of Incorporation dated October 5, 1994
3(b)1 Bylaws of the Company
3(c)2 Agreement of merger
10(a)3 Lease Dated January 1, 1993, for St. Petersburg, Florida, Office and
Warehouse
10(b)4 Unconditional Guaranty of Lease Effective January 1, 1993, for Lease
of St. Petersburg, Florida, Office and Warehouse
*10(c)3 Non-Statutory Stock Option Agreement Dated May 19, 1992, between the
Company and Randall J. Asmo
*10(d)3 Non-Statutory Stock Option Agreement Dated June 3, 1992, between the
Company and S. Robert Davis
*10(e)3 Non-Statutory Stock Option Agreement Dated June 3, 1992, between the
Company and Charles R. Davis
*10(f)3 Pages, Inc. 1993 Incentive Stock Option Plan
10(g)5 Stock Purchase Agreement dated as of March 6, 1996 P - (with respect
to certain schedules)
10(h)5 Non-Competition Agreement dated as of March 6, 1996
10(i) Amended and Restated Loan Agreement dated December 31, 1996
10(j) Promissory Note from S. Robert Davis for exercise of stock options
10(k) Promissory Note from Charles R. Davis for exercise of stock options
10(l) Promissory Note from Randall J. Asmo for exercise of stock options
10(m)6 Promissory Note from employees for exercise of stock options
*10(n) Non-Statutory Stock Option Agreement Dated November 1, 1996, between
the Company and Dr. Juan F. Sotos
*10(o) Non-Statutory Stock Option Agreement Dated November 1, 1996, between
the Company and Robert J. Tierney
11 Statement Regarding Computation of Per Share Earnings
13 5 Annual Report to Stockholders for Last Fiscal Year. Letter to
Stockholders and List of Officers, Directors and Locations. The
remainder of the report is a reproduction of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.
18 Letter Regarding Change in Accounting Principle
21 Subsidiaries of Pages, Inc.
23c Consent of Independent Auditors - Deloitte & Touche LLP
24 Distribution Agreement between Pages, Inc. and CA Short Company dated
December 31, 1996
*25 Executive Incentive Compensation Plan dated November 8, 1996
- -------------------------------------------------------------------------------
1 Incorporated 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.
2 Incorporated by reference to the Company's Proxy Statement dated August 4,
1994, File Number 0-10475, Filed in Washington, D.C.
3 Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, File Number 0-10475, filed in
Washington, D.C.
4 Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File Number 0-10475, filed in
Washington, D.C.
5 Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, File Number 0-10475, filed in Washington,
D.C.
6 Promissory Notes from employees for exercising stock options.
EMPLOYEE NAME DATE # OPTIONS TOTAL NOTE
EXERCISED
Robert V. Boylan 12/31/96 23,000 $43,125
Jim Barr 12/30/96 6,500 $15,470
Paul Weinstein 12/30/96 6,500 $15,470
Joel Worth Vess 12/31/96 12,500 $29,750
Harry W. Boltz 12/30/96 12,500 $29,750
Lania Kent 12/31/96 7,500 $17,850
Jeff Ross 12/31/96 11,500 $27,370
Scott Lankford 12/31/96 1,000 $2,380
Steve Whiting 12/31/96 1,500 $3.665
Michael S. Greene 12/31/96 5,000 $11,900
Donald R. Costner 12/31/96 1,000 $2,380
* Indicates a management contract or compensatory plan or arrangement required
to be filed herewith. No other exhibits required by Form 10-K are listed as
they are not applicable.
<PAGE>
Exhibit 10(n)
PAGES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made this 1st day of November, 1996, between PAGES,
INC., a corporation existing under the laws of the State of Delaware
(hereinafter referred to as the "Company"), and Juan F. Sotos (hereinafter
referred to as "Optionee").
The Company believes that the future growth and development of the
Company will be due, in large part, to the energy, skill and
resourcefulness of its directors and that the Company believes that the
grant of the following stock option will advance the interests of the
Company and provide an additional incentive to such persons through the
acquisition of a proprietary interest in the Company and serve as an
inducement for the attraction and retention of talented and skilled
directors.
In consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto agree as follows:
Grant of Option. The Company hereby irrevocably grants to
Optionee the right and option hereinafter called "Option" to purchase all
or any part of an aggregate of 10,000 shares of its Common Stock (the
"Shares") on the terms and conditions herein set forth.
Purchase Price. The purchase price of the Shares covered by the
Option granted hereunder shall be Two Dollars Thirteen Cents ($2.13) per
Share, being the Fair Market Value of such Shares as determined by the
Board of Directors as of the date of this Agreement, that being the mean
between the bid and ask quotations of such Common Stock as reported by
NASDAQ on November 1, 1996.
Expiration. The option contained herein shall in no event be
exercisable after the expiration of five (5) years after the date of this
Agreement.
Limitation upon Exercise. The option granted hereunder may be
exercised in whole or from time to time in part at any time commencing on
Nov 1, 1996, and extending not more than five (5) years after the date
hereof.
Recapitalizations, Etc. In the event of changes in the
outstanding common shares of the Company by reason of stock dividends,
stock splits, recapitalizations, mergers, consolidations, combinations or
exchange of Shares, separations, reorganizations, or liquidations, the
appropriate adjustment in the number of Shares as to which outstanding
options, or portions thereof then unexercised, shall be exercisable to the
end that the Optionee's proportionate interest shall be maintained as
before the occurrence of such events; such adjustment in outstanding
Options shall be made without change in the total price applicable to the
unexercised portion of the Option and with a corresponding adjustment in
the option price per Share.
Termination of Director Status; Death. In the event the Optionee
during his life ceases to be a director of the Company by reason for any
reason other than a disability within the meaning of Section 105(d)(4) of
the Internal Revenue Code, any Option or unexercised portion granted to him
which is otherwise exercisable shall terminate unless it is exercised
within three (3) months after the date on which he ceases to be a director,
and in any event, no later than the date of expiration of the option
period; provided, however, if such Optionee who has ceased to be a director
of the Company and has become so disabled, any Option or unexercised
portion granted to him shall terminate unless it is exercised within twelve
(12) months after the date on which he ceases to be a director, and in any
event no later than the date of expiration of the option period. In the
event of the death of the Optionee while he is a director of the Company or
within not more than three (3) months after the date of which he ceases to
be a director, any option or unexercised portion thereof granted to him, if
otherwise exercisable by the Optionee at the date of death, may be
exercised by his personal representative, heirs, or legatees at any time
prior to the expiration of twelve (12) months after the date of the death
of the Optionee, but in any event not later than the date of expiration of
the Option by its terms.
Method of Exercise; Payment. Options may be exercised in whole
at any time, or in part from time to time with respect to whole shares
only, within the period permitted for the exercise thereof, and shall be
exercised by delivery of written notice of intent to exercise the Option
with respect to a specified number of shares delivered to the Company at
its principal office accompanied by payment in full to the Company at said
office of the amount of the purchase price for the number of shares of
Stock with respect to which the Option is then being exercised, which
payment may be by any of the following means or any combination thereof:
(i) cash; (ii) certified or cashier's check payable to the Company; (iii)
the delivery of whole shares of Company Common Stock owned by the Option
holder, or (iv) by requesting that the Company withhold whole shares of
Company Common Stock then issuable upon exercise of the Option (for
purposes of such a transaction the value of Shares shall be deemed to be
equal to the Fair Market Value of the Shares on the date of the exercise of
the Option) in which case the Option with respect to the shares withheld
shall be deemed to be surrendered and canceled. It shall be a condition to
the obligation of the Company to issue or transfer Company Common Stock
upon exercise of an Option by delivery of shares of Company Common Stock
that the Optionee pay to the Company, upon its demand, such amount as may
be requested by the Company for the purpose of satisfying its liability to
withhold federal, state, or local income or other taxes incurred by reason
of the exercise of such Option or the transfer of Company Common Stock
thereupon. In the discretion of the Company withholding obligations may be
satisfied by an Optionee in any of the methods which may be used to pay the
purchase price as set forth above.
Rights in Stock Before Issuance and Delivery. No person shall be
entitled to the privileges of stock ownership in respect of any Shares
issuable upon exercise of this Option, unless and until such Shares have
been issued to such person as fully paid Shares.
Requirements of Law. By accepting this Option, the Optionee
represents and agrees for himself or herself and his or her transferees by
will or the laws of descent and distribution that, unless a registration
statement under the Securities Act of 1933 is in effect as to Shares
purchased upon exercise of this Option, (a) any and all Shares so purchased
shall be acquired for his or her personal account and not with a view to or
for a sale in connection with any distribution, and (b) each notice of the
exercise of any portion of this Option shall be accompanied by a
representation and warranty in writing, signed by the person entitled to
exercise the same, that the Shares are being so acquired in good faith for
his or her personal account and not with a view to or for a sale in
connection with any distribution. No certificate or certificates for
shares of stock purchased upon exercise of this Option shall be issued and
delivered unless and until, in the opinion of legal counsel for the
Company, such Shares may be issued and delivered without causing the
Company to be in violation of or incur any liability under any federal,
state or other securities law or other requirement of law or any regulatory
body having jurisdiction over the Company. Unless registered under
applicable securities laws, certificates evidencing shares of stock
purchased upon exercise of this Option shall bear a customary restrictive
legend.
Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto concerning the subject matter hereof,
and supersedes all prior agreements, memoranda, correspondence,
conversations and negotiations.
Governing Law. This Agreement shall be governed by the laws of
the State of Delaware as to all matters, including but not limited to
matters of validity, construction, effect, performance, and remedies. This
Agreement shall be binding upon the successors, assigns, and transferees of
the undersigned.
Notices. All notices given hereunder must be in writing and
shall be deemed to have been properly given if: (i) personally delivered;
(ii) deposited for delivery by federal express or other nationally
recognized overnight courier services; or (iii) sent by registered or
certified mail, return receipt requested, first class postage prepaid; in
each case addressed to the party entitled to receive the same at the
address specified below:
(i) If to the Company: Pages, Inc.
801 94th Street North
St. Petersburg, FL 33702
ATTN: President
(ii) If to Optionee: Juan F. Sotos
4400 Squirrel Bend
Columbus, Ohio 43220
Either party may alter the address to which notice is to be sent by
giving notice of such change of address in conformity with the provisions
set forth above providing for the giving of notice.
IN WITNESS WHEREOF, the Company has caused this Stock Option
Agreement to be duly executed by its officer thereunto duly authorized, and
Optionee has hereunto set his hand upon this Agreement to be effective as
of the date and year first written above.
OPTIONEE: COMPANY: PAGES, INC.
By:
/s/ Juan F. Sotos
- ------------------
4400 Squirrel Bend Its:
(Street Address)
Columbus, Ohio 43220
- -----------------------------------------------------------
(City) (State) (Zip Code)
###-##-####
- ------------------------
(Social Security Number)
<PAGE>
Exhibit 10(o)
PAGES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made this 1st day of November, 1996, between PAGES,
INC., a corporation existing under the laws of the State of Delaware
(hereinafter referred to as the "Company"), and Robert J. Tierney
(hereinafter referred to as "Optionee").
The Company believes that the future growth and development of the
Company will be due, in large part, to the energy, skill and
resourcefulness of its directors and that the Company believes that the
grant of the following stock option will advance the interests of the
Company and provide an additional incentive to such persons through the
acquisition of a proprietary interest in the Company and serve as an
inducement for the attraction and retention of talented and skilled
directors.
In consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto agree as follows:
Grant of Option. The Company hereby irrevocably grants to
Optionee the right and option hereinafter called "Option" to purchase all
or any part of an aggregate of 10,000 shares of its Common Stock (the
"Shares") on the terms and conditions herein set forth.
Purchase Price. The purchase price of the Shares covered by the
Option granted hereunder shall be Two Dollars Thirteen Cents ($2.13) per
Share, being the Fair Market Value of such Shares as determined by the
Board of Directors as of the date of this Agreement, that being the mean
between the bid and ask quotations of such Common Stock as reported by
NASDAQ on November 1, 1996.
Expiration. The option contained herein shall in no event be
exercisable after the expiration of five (5) years after the date of this
Agreement.
Limitation upon Exercise. The option granted hereunder may be
exercised in whole or from time to time in part at any time commencing on
Nov 1, 1996, and extending not more than five (5) years after the date
hereof.
Recapitalizations, Etc. In the event of changes in the
outstanding common shares of the Company by reason of stock dividends,
stock splits, recapitalizations, mergers, consolidations, combinations or
exchange of Shares, separations, reorganizations, or liquidations, the
appropriate adjustment in the number of Shares as to which outstanding
options, or portions thereof then unexercised, shall be exercisable to the
end that the Optionee's proportionate interest shall be maintained as
before the occurrence of such events; such adjustment in outstanding
Options shall be made without change in the total price applicable to the
unexercised portion of the Option and with a corresponding adjustment in
the option price per Share.
Termination of Director Status; Death. In the event the Optionee
during his life ceases to be a director of the Company by reason for any
reason other than a disability within the meaning of Section 105(d)(4) of
the Internal Revenue Code, any Option or unexercised portion granted to him
which is otherwise exercisable shall terminate unless it is exercised
within three (3) months after the date on which he ceases to be a director,
and in any event, no later than the date of expiration of the option
period; provided, however, if such Optionee who has ceased to be a director
of the Company and has become so disabled, any Option or unexercised
portion granted to him shall terminate unless it is exercised within twelve
(12) months after the date on which he ceases to be a director, and in any
event no later than the date of expiration of the option period. In the
event of the death of the Optionee while he is a director of the Company or
within not more than three (3) months after the date of which he ceases to
be a director, any option or unexercised portion thereof granted to him, if
otherwise exercisable by the Optionee at the date of death, may be
exercised by his personal representative, heirs, or legatees at any time
prior to the expiration of twelve (12) months after the date of the death
of the Optionee, but in any event not later than the date of expiration of
the Option by its terms.
Method of Exercise; Payment. Options may be exercised in whole
at any time, or in part from time to time with respect to whole shares
only, within the period permitted for the exercise thereof, and shall be
exercised by delivery of written notice of intent to exercise the Option
with respect to a specified number of shares delivered to the Company at
its principal office accompanied by payment in full to the Company at said
office of the amount of the purchase price for the number of shares of
Stock with respect to which the Option is then being exercised, which
payment may be by any of the following means or any combination thereof:
(i) cash; (ii) certified or cashier's check payable to the Company; (iii)
the delivery of whole shares of Company Common Stock owned by the Option
holder, or (iv) by requesting that the Company withhold whole shares of
Company Common Stock then issuable upon exercise of the Option (for
purposes of such a transaction the value of Shares shall be deemed to be
equal to the Fair Market Value of the Shares on the date of the exercise of
the Option) in which case the Option with respect to the shares withheld
shall be deemed to be surrendered and canceled. It shall be a condition to
the obligation of the Company to issue or transfer Company Common Stock
upon exercise of an Option by delivery of shares of Company Common Stock
that the Optionee pay to the Company, upon its demand, such amount as may
be requested by the Company for the purpose of satisfying its liability to
withhold federal, state, or local income or other taxes incurred by reason
of the exercise of such Option or the transfer of Company Common Stock
thereupon. In the discretion of the Company withholding obligations may be
satisfied by an Optionee in any of the methods which may be used to pay the
purchase price as set forth above.
Rights in Stock Before Issuance and Delivery. No person shall be
entitled to the privileges of stock ownership in respect of any Shares
issuable upon exercise of this Option, unless and until such Shares have
been issued to such person as fully paid Shares.
Requirements of Law. By accepting this Option, the Optionee
represents and agrees for himself or herself and his or her transferees by
will or the laws of descent and distribution that, unless a registration
statement under the Securities Act of 1933 is in effect as to Shares
purchased upon exercise of this Option, (a) any and all Shares so purchased
shall be acquired for his or her personal account and not with a view to or
for a sale in connection with any distribution, and (b) each notice of the
exercise of any portion of this Option shall be accompanied by a
representation and warranty in writing, signed by the person entitled to
exercise the same, that the Shares are being so acquired in good faith for
his or her personal account and not with a view to or for a sale in
connection with any distribution. No certificate or certificates for
shares of stock purchased upon exercise of this Option shall be issued and
delivered unless and until, in the opinion of legal counsel for the
Company, such Shares may be issued and delivered without causing the
Company to be in violation of or incur any liability under any federal,
state or other securities law or other requirement of law or any regulatory
body having jurisdiction over the Company. Unless registered under
applicable securities laws, certificates evidencing shares of stock
purchased upon exercise of this Option shall bear a customary restrictive
legend.
Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto concerning the subject matter hereof,
and supersedes all prior agreements, memoranda, correspondence,
conversations and negotiations.
Governing Law. This Agreement shall be governed by the laws of
the State of Delaware as to all matters, including but not limited to
matters of validity, construction, effect, performance, and remedies. This
Agreement shall be binding upon the successors, assigns, and transferees of
the undersigned.
Notices. All notices given hereunder must be in writing and
shall be deemed to have been properly given if: (i) personally delivered;
(ii) deposited for delivery by federal express or other nationally
recognized overnight courier services; or (iii) sent by registered or
certified mail, return receipt requested, first class postage prepaid; in
each case addressed to the party entitled to receive the same at the
address specified below:
(i) If to the Company: Pages, Inc.
801 94th Street North
St. Petersburg, FL 33702
ATTN: President
(ii) If to Optionee: Robert J. Tierney
Ohio State University
1945 North High Street
Columbus, Ohio 43210
Either party may alter the address to which notice is to be sent by
giving notice of such change of address in conformity with the provisions
set forth above providing for the giving of notice.
IN WITNESS WHEREOF, the Company has caused this Stock Option
Agreement to be duly executed by its officer thereunto duly authorized, and
Optionee has hereunto set his hand upon this Agreement to be effective as
of the date and year first written above.
OPTIONEE: COMPANY:
PAGES, INC.
By:
/s/ Robert J. Tierney
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1945 North High Street Its:
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(Street Address)
Columbus, Ohio 43210
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(City) (State) (Zip Code)
###-##-####
- -------------------------
(Social Security Number)
