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.
5720 Avery Road
Dublin, OH 43016
September 30, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Pages, Inc. on Thursday, November 18, 1998. The meeting will begin at 10:00
a.m. at Holiday Inn, 212 Woodlawn Road, Charlotte, North Carolina 28217.
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 Charlotte on November 18, 1998.
Very truly yours,
S. Robert Davis, Chairman
<PAGE>
Pages, Inc.
5720 Avery Road
Dublin, OH 43016
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on November 18, 1998
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 Holiday Inn, 212 Woodlawn Road, Charlotte,
North Carolina 28217 on November 18, 1998, at 10:00 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 September 29, 1998 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 the Company at 5720 Avery Road, Dublin, OH
43016.
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 October 9, 1998 By Order of the Board of Directors
/s/ Steven L. Canan
Steven L. Canan, Secretary
<PAGE>
PAGES, INC.
PROXY STATEMENT
For Annual Meeting of Stockholders
To be Held on November 18, 1998
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 November
18, 1998 at 10:00 a.m. at Holiday Inn, 212 Woodlawn Road, Charlotte, North
Carolina 28217 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
September 30,October 9, 1998.
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 September 29, 1998, 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 6,564,009 shares 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 five persons, owned
beneficially 1,833,182 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 6,862,7226,564,009
shares of Common Stock outstanding and entitled to vote on all matters properly
brought before the meeting. Each share of Common Stock 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., Robert J. Tierney and Randall J. Asmo as Directors
is in the best interests of the Company and recommends their election.
Biographical information concerning Messrs. Davis, Sotos, Tierney and Asmo 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 voted "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 59 Chairman of the Board, President, 1990
Assistant Secretary, and Director
Randall J. Asmo 33 Vice President and Director 1992
Juan F. Sotos, M.D. 70 Director 1992
Robert J. Tierney 50 Director 1992
Steven L. Canan 50 Chief Financial Officer, 1997
Secretary and Treasurer
(1) All positions are those held with the Company, except as otherwise
indicated.
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 1990,
and Assistant Secretary in 1992. Prior to his election to the Board of
Directors, he served as Assistant to the President from 1988 to 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 the Chairman and a director of CASCO INTERNATIONAL, INC., a
company with a class of securities registered pursuant to section 12 of the
Securities Exchange Act of 1934.
Randall J. Asmo was elected Vice President in 1992 and a director in 1997.
Prior to that time, he served as Assistant to the President from 1990 to 1992.
Additionally, since 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 as an officer of several other small business
enterprises.
Juan F. Sotos, M.D. was elected as a director in 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 in 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.
Steven L. Canan was appointed Chief Financial Officer and Treasurer in
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.
Certain Relationships and Related Transactions.
In July, 1997, the Company issued to S. Robert Davis a 12% subordinated
convertible debenture in the principal amount of $500,000. After one year after
the debenture issue date, up to 85% of the principal amount of the debenture is
convertible at $1.875 per share into common stock of the Company.
In August, 1997, the Company issued a $130,000 13.5% subordinated note to
Charles R. Davis, the son of S. Robert Davis. The note was repaid in June,
1998.
In September, 1997, in exchange for personally guaranteeing a $1 million
loan to the Company, the Company issued to S. Robert Davis a three-year warrant
to purchase 50,000 shares of common stock, exercisable at $2.25 per share.
In December, 1997, the Company accepted $3.5 million as a prepayment in
full of a $5 million note receivable from CASCO INTERNATIONAL, INC., formerly a
wholly-owned subsidiary of the Company ("CASCO"). The Company recognized a
valuation loss of $1.5 million related to the discounted prepayment. S. Robert
Davis is the Chairman of Pages, Inc. and of CASCO, and owns approximately 11.9%
of CASCO's outstanding common stock. S. Robert Davis is the father of Charles
R. Davis, the President and a significant shareholder of CASCO.
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 7 seven meetings during the fiscal year ended December 31, 1997.
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
three times during the fiscal year ended December 31, 1997.
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 three3 times
during the fiscal year ended December 31, 1997.
Stock Ownership
The following table sets forth, to the best of the Company's knowledge,
certain information as of September 30, 1998, 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 only
other officer whose salary and bonus during 1997 exceeded $100,000 (the "Named
Executive Officers") serving as of December 31, 1997, and by all directors and
executive officers of the Company as a group:
Amount and Nature Percent
Name and Address of Beneficial of Class(2)
Ownership (1)
- ------------------------------- --------------- -----------
S. Robert Davis 1,576,872(3) 22.75%
5720 Avery Road
Dublin, Ohio 43016
Charles R. Davis 506,253 7.31%
2124 Pine Valley Club Drive
Charlotte, North Carolina 28277
Randall J. Asmo 113,962(4) 1.64%
5720 Avery Road
Dublin, Ohio 43016
Juan F. Sotos, M.D. 69,390(6) 1.00%
4400 Squirrel Bend
Columbus, Ohio 43220
Robert J. Tierney 14,338(6)
4805 Olentangy Blvd.
Columbus, Ohio 43214
William L. Clarke(5) 4,300
5720 Avery Road
Dublin, Ohio 43016
All executive officers and 1,833,182(7) 26.46%
directors as a group (6 persons)
*less than 1%
(1)Represents sole voting and investment power unless otherwise indicated.
(2)Based on 6,564,009 shares of common stock outstanding as of September 30,
1998, plus, as to each person listed, that portion of the 365,872 unissued
shares of common stock subject to outstanding options and warrants which may
be exercised by such person, and as to all executive 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/warrants within the next 60 days.
(3)Includes 25,100 shares owned by Mr. Davis' wife as to which Mr. Davis
disclaims beneficial ownership and includes 193,263 unissued Shares as to
which Mr. Davis has the right to acquire beneficial ownership upon the
exercise of stock options and warrants within the next 60 days.
(4)Includes 90,837 unissued shares as to which Mr. Asmo, an executive officer
and director of the Company has the right to acquire beneficial ownership
upon the exercise of stock options and warrants within the next 60 days.
(5)Mr. Clarke is no longer employed by the Company.
(6)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.
(7)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.
(8)The number of shares of common stock beneficially owned by all executive
officers and directors as a group includes (i) 365,872 unissued shares of
common stock as to which they have the right to acquire beneficial ownership
upon the exercise of stock options and warrants within the next 60 days,
(ii) 25,100 shares of common stock owned by Mrs. S. Robert Davis as to which
Mr. Davis disclaims any beneficial ownership. (iii) 23,125 shares owned by
Randall J. Asmo, and 90,837 unissued shares as to which Mr. Asmo has the
right to acquire beneficial ownership upon the exercise of stock options
within the next 60 days, and (iv) 4 shares owned by Steven L. Canan, Chief
Financial Officer and 58,616 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.
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.
Executive Compensation. The following table shows, for the fiscal years
ended December 31, 1997, 1996, and 1995, 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 the Named Executive
Officers, and the principal capacity in which they served:
Summary Compensation Table
Long Term
Annual Compensation Compensation
-------------------------------------------------------------
Securities Underlying
Name and Other Annual Options/Warrants
Principal Year Salary Bonus Compensation SAR's(#) (1)(2)
Position
- ---------------- ---- -------- ---- ----------- -----------------
S. Robert Davis, 1997 $192,115 $0 $0 193,263
Chairman and 1996 $167,704 $0 $138,086(3) 244,078
President (4) 1995 $183,180 $0 $209,368(3) 0
William L. 1997 $145,140 $0 $541(5) 29,168
Clarke(5)
Senior Vice 1996 $88,346 $0 $166(5) 151,867
President
(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 were awarded under the executive incentive
compensation plan dated October 8, 1996. Effective April 1, 1997, the Stock
Appreciation Rights program was canceled and the following shares were
rescinded: S. Robert Davis, 244,078; shares and William L. Clarke, 151,867
shares.
(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. Davis has not drawn a salary since May 7, 1998.
(5)Mr. Clarke was appointed Senior Vice President of the Company in May, 1996.
He is no longer employed by the Company.
(6)Represents life insurance premiums paid for term life insurance provided as
part of the health insurance plan provided to employees of Pages Book Fairs,
Inc., the Company's wholly-owned subsidiary generally.
Neither of the Named Executive Officers have an employment agreement with the
Company.
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 officer or employee of the Company or any of its
subsidiaries. Neither of such persons serves on the Board of Directors of any
other public company.
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' 1997 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/Warrant Grants in Last Fiscal Year
The following table sets forth certain information with respect to
options/warrants granted to the Named Executive Officers during the last fiscal
year.
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options/Warrants
Name Underlying Granted to Exercise or
and Principal Options/Warrants Employees in Base Price Expiration Grant Date
Position Granted Fiscal Year $/Share Date Value (1)
-------------- ---------------- --------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
S. Robert Davis 143,263 51.53% $1.38 July, 2003 $127,504
Chairman of the 50,000 17.98% $2.25 September, 2000 $53,500
Board and President
William L. Clarke 29,168 10.49% $1.38 July, 2003 $25,960
Senior Vice President(2)
</TABLE>
(1)The Grant Date Value was calculated using the Black-Scholes option pricing
model with the following assumptions: expected volatility of .658, risk free
interest rates from 5.57% to 5.65%, and expected lives ranging from three to
six years.
(2)Mr. Clarke is no longer employed by the Company.
Aggregated Options Exercised in 1997 and Fiscal Year-End Option/Warrant
Values. The following table provides certain information with respect to
options exercised in fiscal 1997 by the Named Executive Officers and the value
of such officers' unexercised options/warrants at December 31, 1997.
<TABLE>
<CAPTION>
Value of Unexercised
Shares Number of Unexercised In-the-Money (1) Options/Warrants
Acquired on Value Options/Warrants at Year End(#) at Year End($) (2)
------------------------------- ---------------------------------
Name Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ----------- -------- ----------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
S. Robert Davis None N/A 243,916 0 $17,192 0
William L. Clarke(3) None N/A 144,948 0 $ 3,500 0
</TABLE>
(1)"In-the-Money" options are options whose base (or exercise) price was less
than the market price of Common Stock at December 31, 1997.
(2)Assuming a stock price of $1.50 per share, which was the closing price of a
share of Common Stock reported by the Nasdaq National Market on December 31,
1997.
(3)Mr. Clarke is no longer employed by the Company.
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, 1992 to
December 31, 1997. 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 Ended Pages, Inc S&P Publishing 500 NASDAQ Composite
- ------------ ---------- ------------------ ----------------
<S> <C> <C> <C>
Dec 31, 1992 100 100 100
Dec 31, 1993 173.39 123.63 114.29
Dec 31, 1994 73 114.32 111.52
Dec 31, 1995 26 141.57 158.03
Dec 31, 1996 52 139.68 191.46
Dec 31, 1997 24 202.51 234.42
</TABLE>
Independent Public Accountants
The accounting firm of Hausser + Taylor LLP, Columbus, Ohio, was the
Company's principal auditor and accountant for the year ended December 31, 1997
and has been selected as the Company's auditor and accountant for the next
fiscal year. Management expects that a representative of Hausser + Taylor LLP
will be present at the Annual Meeting of Stockholders. The Hausser + Taylor
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 1997 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 for the year 1997,
including the financial statements and the financial statement schedules
thereto. Such requests should be addressed to S. Robert Davis, Chairman, Pages,
Inc., 5720 Avery Road, Dublin, Ohio, 43016 (800) 242-8749.
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 tills 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 Submissions
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 a reasonable time before the Company begins to print and
mail its proxy materials. Notice of a shareholder proposal submitted outside
the processes of Securities and Exchange Commission Rule 14a-8 will be
considered untimely if it is not received by the Company before August 16, 1999.
<PAGE>
Pages, Inc.
5720 Avery Road
Dublin, Ohio 43016
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 18, 1998
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 November 18, 1998, at 10:00 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: --------------------- , 1998
Signature
-------------------------
Signature if held jointly
--------------------------
<PAGE>
