This amendment includes signed auditor opinion letters included in the
financial statements. Electronic signatures were inadvertantly omitted
from the opinion letters included in the Company's Form 10-K filed
March 27, 1998.
UNITED STATES
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, 1997
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)
Registrant's telephone number: (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 per Share
(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 and non-voting stock held by non-
affiliates of the registrant as of March 13, 1998, was $8,084,998 (computed
by reference to the last sale price of such stock as reported on the Nasdaq
National Market).
The number of Common Shares, each with $0.01 par value, of the registrant
outstanding as of March 13, 1998, was 6,564,009.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, Pages, Inc. has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Pages, Inc.
(Registrant)
Dated: By:/s/ S. Robert Davis
----------------------- -----------------------------------
S. Robert Davis
Chairman of the Board, President,
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
Pages, Inc. and in the capacities and on the date indicated.
Dated: By: /s/ S. Robert Davis
----------------------- -----------------------------------
S. Robert Davis
Chairman of the Board, President,
and Director
(Principal executive officer)
Dated: By: /s/ Steven L. Canan
----------------------- -----------------------------------
Steven L. Canan
Chief Financial Officer and Treasurer
(Principal financial and accounting officer)
Dated: By: /s/ Randall J. Asmo
----------------------- -----------------------------------
Randall J. Asmo
Director
Dated: By: /s/ Juan F. Sotos, M.D.
----------------------- -----------------------------------
Juan F. Sotos, M.D.
Director
Dated: By: /s/ Robert J. Tierney
----------------------- -----------------------------------
Robert J. Tierney
Director
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Pages, Inc.
St. Petersburg, Florida
We have audited the accompanying consolidated balance sheet of Pages, Inc.
and subsidiaries (the "Company") as of December 31, 1997, and the related
consolidated statements of operations, cash flows and stockholders' equity
for the year then ended. Our audit also includes the information in the
consolidated financial statement schedule for the year ended December 31,
1997, listed in the index at Item 14(d). These consolidated financial
statements and consolidated financial statement schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on the consolidated financial statements and
consolidated financial statement schedule based on our audit. The
consolidated financial statements and consolidated financial statement
schedule of the Company as of December 31, 1996 and 1995, were audited by
other auditors whose report dated March 21, 1997, expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of December
31, 1997, and the results of its operations and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
Also, in our opinion, the consolidated financial statement schedule for the
year ended December 31, 1997, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
/s/ Hausser + Taylor LLP
- ---------------------
Hausser + Taylor LLP
Columbus, Ohio
March 25, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Pages, Inc.
St. Petersburg, Florida
We have audited the accompanying consolidated balance sheet of Pages, Inc.
and subsidiaries (the "Company") as of December 31, 1996, and the related
consolidated statements of operations, cash flows and stockholders' equity
for each of the two years in the period then ended. Our audits also
included the information in the consolidated financial statement schedule
for the years ended December 31, 1996 and 1995, listed in the index at Item
14(d). These consolidated financial statements and consolidated financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on the consolidated financial
statements and consolidated financial statement schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of December
31, 1996, and the results of its operations and its cash flows for each of
the two years in the period then ended in conformity with generally
accepted accounting principles. Also, in our opinion, the consolidated
financial statement schedule for the years ended December 31, 1996 and
1995, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
As discussed in Note 8 to the financial statements, effective January 1,
1996, the Company changed its method of accounting for the recognition of
deferred revenue for prepaid safety award programs.
/s/ Deloitte & Touche, LLP
- --------------------------
Deloitte & Touche, LLP
Tampa, Florida
March 21, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 412,060
<SECURITIES> 0
<RECEIVABLES> 3,018,140
<ALLOWANCES> 356,000
<INVENTORY> 12,991,795
<CURRENT-ASSETS> 20,995,721
<PP&E> 3,479,064
<DEPRECIATION> 1,100,657
<TOTAL-ASSETS> 28,083,266
<CURRENT-LIABILITIES> 20,836,630
<BONDS> 2,044,452
0
0
<COMMON> 68,627
<OTHER-SE> 5,133,557
<TOTAL-LIABILITY-AND-EQUITY> 28,083,266
<SALES> 27,787,371
<TOTAL-REVENUES> 27,787,371
<CGS> 17,543,190
<TOTAL-COSTS> 17,543,190
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 920,947
<INCOME-PRETAX> (5,381,302)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,381,302)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,381,302)
<EPS-PRIMARY> (.85)
<EPS-DILUTED> (.85)
</TABLE>
