PROXY
PAGES, INC.
5720 Avery Road
Dublin, OH 43016
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, as Proxies, each the power to appoint his substitute, and hereby
authorizes each of them to represent and vote, as designated below, all of the
shares of the Common Stock of Pages, Inc. (the "Company") held of record by the
undersigned at the close of business on January 4, 1999, at the Special Meeting
of Stockholders to be held on February 18, 1999, or any adjournment(s) thereof.
1. Proposal to approve and adopt the Proposed Amendment to the Company's
Articles of Incorporation to effect a one-for-twenty reverse stock split.
FOR ___ AGAINST ___ ABSTAIN ___
2. Proposal to approve and adopt the Proposed Amendment to the Company's
Certificate of Incorporation to change the name of the Company to "Media Tech,
Inc.".
FOR ___ AGAINST ___ ABSTAIN ___
Please execute this proxy as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENTS UNDER
PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXY WITH RESPECT TO ANY OTHER
MATTER THAT IS PROPERLY PRESENTED AT THE MEETING.
DATED: __________________, 1999 _______________________________________
Signature
_______________________________________
Signature if held jointly
<PAGE>
PAGES, INC.
5720 Avery Road
Dublin, OH 43016
_______________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 18, 1999
To the Stockholders of Pages, Inc.:
Notice is hereby given that a Special Meeting of Stockholders (the
"Special Meeting") of Pages, Inc., a Delaware corporation (the "Company"), will
be held at Holiday Inn, Woodlawn Road, Charlotte, North Carolina 28217 on
Thursday, February 18, 1999 at 10:00 a.m. Eastern Standard Time, for the
purpose of considering and voting upon the following:
1. Proposals to approve and adopt amendments to the Certificate of
Incorporation of the Company (the "Proposed Amendment") to (i) effect a reverse
stock split in which each share of common stock of the Company ("Common Stock")
currently issued and outstanding or held in treasury would be reclassified and
exchanged into one-twentieth (1/20) of a share of new Common Stock of the
Company (the "Reverse Stock Split"), and (ii) change the name of the Company to
"Media Tech, Inc."
2. Such other business as may properly come before the meeting or any
other adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on January 4, 1999
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Special Meeting. The affirmative vote of the holders
of a majority of the outstanding shares of the Company's Common Stock entitled
to vote at the Special Meeting is necessary to approve each of the Proposed
Amendments.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT.
Whether or not you expect to attend the Special Meeting in person, you are
urged to mark, sign and date the enclosed form of Proxy and return the same
promptly so that your shares of stock may be represented and voted at the
meeting. The proxy may be revoked at any time prior to the vote at the Special
Meeting by following the procedures set forth in the Proxy Statement.
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE. YOUR PROMPT RESPONSPE WILL BE APPRECIATED.
Dated: January 8, 1999 By Order of the Board of Directors
/s/ S. Robert Davis
Chairman of the Board
<PAGE>
PRELIMINARY
PROXY STATEMENT
PAGES, INC.
5720 Avery Road
Dublin, OH 43016
______________
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 18, 1999
This Proxy Statement and accompanying appendix and other materials are
being furnished in connection with the solicitation of proxies by the Board of
Directors of Pages, Inc., a Delaware corporation (the "Company"), to be used at
a Special Meeting of stockholders to approve proposed amendments to the
Company's Articles of Incorporation to effect a reverse stock split and a name
change of the Company.
The proxies solicited hereby for the Special Meeting may be revoked,
subject to the procedures described herein, at any time up to and including the
date of the Special Meeting.
This Proxy Statement and the accompanying appendix and Proxy Card are
first being mailed to the stockholders of the Company on or about January 8,
1999.
The date of this Proxy Statement is January 8, 1999
<PAGE>
TABLE OF CONTENTS
Page
Solicitation and Revocation of Proxies 1
Voting Rights and Principal Stockholders 2
General 2
Quorum and Voting 2
Stock Ownership 3
Proposal No. 1 - Item 1 on Proxy: Approval and Adoption of
an Amendment of the Company's Certificate of Incorporation
to Effect a Reverse Stock Split 5
Proposal No. 2 - Item 2 on Proxy: Approval and Adoption of
an Amendment of the Company's Certificate of Incorporation
to Effect a Name Change to Media Tech, Inc. 8
Appendix A A-1
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of Pages,
Inc., a Delaware corporation (the "Company"), for use at a Special Meeting of
Stockholders of the Company (the "Special Meeting") to be held at the time and
place and for the purposes set forth in the accompanying Notice of Special
Meeting of Stockholders and any adjournment(s) thereof.
The proxy, which is enclosed with this Proxy Statement and Notice of
Meeting, contains a space where each stockholder may indicate whether the
stockholder chooses to vote his or her shares for or against or to abstain from
voting on each of the proposals set forth therein, and to authorize the proxies
to vote in their discretion with respect to any other proposal brought before
the Special Meeting. If the proxy is returned to the Company and the
stockholder specifies how the proxy is to be voted, it will be voted in
accordance with such instruction. If the proxy is returned to the Company and
no indication is given as to how the proxy is to be voted, the proxy will be
voted by the persons named in the proxy at the Special Meeting: FOR the
adoption and approval of amendments to the Company's Certificate of
Incorporation (the "Proposed Amendment") to effect a one-for-twenty reverse
stock split (the "Reverse Stock Split") and to change the name of the Company
to "Media Tech, Inc." If any other matters properly come before the Special
Meeting, the proxies will vote upon such matters according to their judgment.
The giving of a proxy does not preclude the right to vote in person should
the person giving the proxy so desire, and the person giving the proxy has the
power to revoke it at any time before it has been exercised either by
furnishing the Secretary of the Company at the Company's offices at 5720 Avery
Road, Dublin, Ohio 43016 written notice of revocation, by properly executing
and submitting a subsequently dated proxy or by attending the meeting and
voting in person. No such notice of revocation or later-dated proxy will be
effective, however, until received by the Company at or prior to the Special
Meeting. Mere attendance at the Special Meeting will not in and of itself
revoke the proxy.
The enclosed proxy is solicited by and on behalf of the Board of Directors
in order to comply with provisions of the Delaware General Corporation Law
("DGCL") requiring stockholder approval. The expense of solicitation of the
proxies for the Special Meeting, including the cost of mailing, will be borne
by the Company.
In addition to the use of the mails, the Company may request persons
holding stock in their name or custody, or in the name of the nominee, to send
proxy materials to their principals and request authority for the execution of
the proxies, and the Company will reimburse such persons for their expense in
so doing.
To the extent necessary in order to assure sufficient representation at
the Special Meeting, officers and regular employees of the Company and others
regularly retained by the Company, at no additional compensation, may request
the return of the proxies personally, by telephone or telegram. The extent to
which this will be necessary depends on how promptly proxies are received.
Stockholders are urged to send their proxies without delay. In addition, the
Company may make arrangements with brokers, nominees, fiduciaries and other
custodians to reimburse them for their charges and expenses in forwarding proxy
materials to the beneficial owners of the Company's stock. Management has no
knowledge or information that any other person will specially engage any
persons to solicit proxies.
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS
General
The close of business on January 4, 1999 has been fixed as the record date
(the "Record Date") for the determination of stockholders of the Company
entitled to notice of and to vote at the Special Meeting and any adjournment(s)
thereof. On that date there were outstanding and entitled to be voted at the
Special Meeting 6,862,722 shares of the Company's common stock, $.01 par value
(the "Common Stock"), constituting the only class of stock entitled to vote at
the Special Meeting. Each share of Common Stock is entitled to one vote on
each matter presented to the stockholders.
Quorum and Voting
In accordance with the DGCL and the Bylaws of the Company, the presence,
in person or by proxy, of the holders of a majority of the outstanding shares
of Common Stock entitled to vote is necessary to constitute a quorum to
transact business at the meeting. All votes will be tabulated by the
inspectors of election appointed for the Special Meeting, who will separately
tabulate affirmative and negative votes, abstentions and broker non-votes.
Abstentions will be counted toward the tabulation of votes cast on the
proposals and will have the same effect as negative votes. Broker non-votes
will be counted for purposes of determining the presence or absence of a quorum
for the transaction of business, but are not counted for any purpose in
determining whether a proposal has been approved. Votes cast by proxy or in
person at the Special Meeting will be tabulated by the election inspectors
appointed for the meeting, who will determine whether or not a quorum is
present. Assuming the presence of a quorum, the affirmative vote of the
holders on the Record Date of a majority of the outstanding shares of Common
stock is necessary for the approval of the Proposed Amendment. The affirmative
vote of the holders of Common Stock representing a majority of the shares
present in person or represented by proxy at the Special Meeting and entitled
to vote thereon is required to approve any other proposals to be presented at
the meeting. The stockholders entitled to vote thereat, present in person or
represented by proxy, have the power to adjourn the meeting from time to time,
without notice other than the announcement at the Special Meeting, until a
quorum is present or represented. At any such adjournment meeting at which a
quorum is present or represented, any business may be transacted at the meeting
as originally notified.
Stock Ownership
The following table sets forth, to the best of the Company's knowledge,
certain information as of December 3, 1998, with respect to the beneficial
ownership of shares of the Company's common stock by (i) each person known to
the Company to be the beneficial owner of more than 5% of the Company's
outstanding common stock, (ii) each director, and (iii) the President (the
Company's only officer whose salary and bonus during 1997 exceeded $100,000)
and by all directors and executive officers of the Company as a group:
Amount and Nature Percent
Name and Address of Beneficial Ownership(1) of Class(2)
- ---------------- -------------------------- -----------
S. Robert Davis 2,255,372(3) 32.82%
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) 1.66%
5720 Avery Road
Dublin, Ohio 43016
Juan F. Sotos, M.D. 69,390(5) 1.01%
4400 Squirrel Bend
Columbus, Ohio 43220
Robert J. Tierney 14,338(6) *
4805 Olentangy Blvd.
Columbus, Ohio 43214
All executive officers and 2,453,062(7) 35.69%
directors as a group (4 persons)
*less than 1%
(1)Represents sole voting and investment power unless otherwise indicated.
(2)Based on 6,872,722 shares of common stock outstanding as of December 3,
1998, plus, as to each person listed, that portion of the 307,256 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)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.
(6)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.
(7)The number of shares of common stock beneficially owned by all executive
officers and directors as a group includes (i) 307,256 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, and (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.
<PAGE>
PROPOSAL NO. 1
Item 1 on Proxy
Approval and Adoption of an Amendment of
the Company's Certificate of Incorporation to Effect
a Reverse Stock Split
At the Special Meeting, the stockholders will vote upon a proposal to
approve and adopt an amendment (the "Proposed Amendment") to the Company's
Certificate of Incorporation to effect a 1-for-20 reverse stock split (the
"Reverse Stock Split") in which each share of issued Common Stock of the
Company, $0.01 par value per share, whether issued and outstanding or held in
treasury, will be reclassified and changed into one-twentieth (1/20) of a share
of new Common Stock, $0.01 par value per share, of the Company. A copy of the
Proposed Amendment is attached as Appendix A hereto and incorporated herein by
this reference.
General. The Board of Directors of the Company has approved and
recommends that the stockholders adopt the Proposed Amendment to effect the
Reverse Stock Split. If the stockholders approve the Proposed Amendment, it
will be filed with the Secretary of State of the State of Delaware on such date
as may be selected by the Company's Board of Directors, and will become
effective on the date of such filing (the "Split Effective Date"). On the
Split Effective Date, stockholders of the Company who own twenty or more shares
on such date will be deemed to own one new share for every twenty shares
previously owned. Stockholders owning less than twenty shares on the Split
Effective Date will be deemed to own a fractional new share interest consisting
of one-twentieth new share for each share owned immediately prior to the Split
Effective Date. Fractional shares of Common Stock resulting from the Reverse
Stock Split will not be issued. Pursuant to the terms of the Reverse Stock
Split, the Company will pay in cash the fair value of fractional new share
interests owned following the Split Effective Date based on the trading price
of the Common Stock immediately after the Split Effective Date.
As of the date hereof, the Company had outstanding an aggregate of
6,872,722 shares of Common Stock. After the Reverse Stock Split is effected,
the Company will have approximately 343,136 shares of Common stock outstanding,
subject to adjustment for fractional shares. The par value of the Company's
Common Stock will not be changed in conjunction with the Reverse Stock Split
and the number of shares of Common Stock authorized under the Certificate of
Incorporation will remain at 20,000,000. As a result, the "common stock"
account on the Company's balance sheet will be reduced to 1/20th of its present
amount, and the capital in excess of par value account will be credited by the
amount by which the common stock account is reduced, subject to adjustment for
the elimination of fractional shares.
Although the Company's Board of Directors believes that the Proposed
Amendment to effect the Reverse Stock Split is advisable, the Proposed
Amendment may be abandoned by the Board of Directors at any time before, during
or after the Special Meeting and prior to the Split Effective Date, without
further action by the stockholders of the Company.
Stockholders of the Company will have no dissenters' or appraisal rights
under Delaware law or under the Company's Certificate of Incorporation or
Bylaws in connection with the Reverse Stock Split.
The combined effect of the approval of the Proposed Amendment and the
effectiveness of the Reverse Stock Split will be to substantially reduce the
percentage of authorized shares that are issued and outstanding while
increasing the percentage of authorized shares that will be unissued and
available for issuance. After the filing of the Proposed Amendment, additional
authorized shares may be issued on such terms and at such times as the Board of
Directors may determine without further action by the stockholders, unless
otherwise required by applicable laws or regulations. As shareholders of the
Company do not have preemptive rights with respect to authorized shares of
Common Stock, the issuance of additional shares of Common Stock following the
filing of the Proposed Amendment and the effectiveness of the Reverse Stock
Split, except in certain cases such as a stock dividend or a stock split, would
affect the voting rights of the present stockholders of the Company in that
there would be an increase in the number of outstanding shares entitled to vote
on corporate matters, including the election of directors. Such an increase in
voting shares would dilute the voting power of the present stockholders.
With the exception of the reduction in outstanding shares caused by the
Reverse Stock Split, the shares of Common Stock before and after the Reverse
Stock Split are identical. As is the case before the Reverse Stock Split,
after the Reverse Stock Split holders of Common Stock will be entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefor, and, upon liquidation will be entitled to share pro rata in
any distribution to stockholders. Holders of Common Stock will continue to
have one vote for each share held both before and after the Reverse Stock
Split. The Reverse Stock Split will not effect any change in the rights of
minority stockholders concerning a change in control or takeover of the
Company.
Reasons for the Proposed Amendment to Effect the Reverse Stock Split. The
principal reasons for the Reverse Stock Split are to reduce the number of
shares of Common Stock outstanding and to increase the price per share of the
Common Stock. The Board of Directors is of the opinion that the Proposed
Amendment to effect the Reverse Stock Split is advisable and in the best
interests of the Company and its stockholders. The Board of Directors of the
Company believes that the relatively low market price of the Common Stock may
impair the acceptability of the Common Stock to members of the investing
public. Although the number of shares outstanding should not affect either the
marketability of the Common Stock, the type of investor who acquires it, or the
Company's reputation in the financial community, certain investors view low-
priced stocks as unattractive and certain brokerage firms, as a matter of
policy, will not extend margin credit on stocks trading at low prices.
Further, many brokerage firms are reluctant to recommend lower-priced stocks to
their clients or to hold them in their own portfolios, and a variety of
brokerage firm policies and practices discourage individual brokers within
those firms from dealing in low-priced stocks because of the time-consuming
procedures that make the handling of low-priced stocks economically
unattractive.
Since the broker's commissions on low-priced stocks generally represent a
higher percentage of the stock price than commissions on higher priced stocks,
the current share price of the Common Stock can result in individual
stockholders paying transaction costs (commissions, markups or markdowns) that
are a higher percentage of their total share value than would be the case if
the share price was substantially higher. This factor is also believed to
limit the willingness of institutions to purchase the Common Stock at its
current relatively low market price. If approved, the Reverse Stock Split will
result in some stockholders owning "odd-lots" of less than 100 shares of Common
Stock. Brokerage commissions and other costs of transactions in odd-lots may
be higher, particularly on a per-share basis, than the cost of transactions in
lots of 100 shares or more.
The Board of Directors believes that the decrease in the number of shares
of Common Stock outstanding as a consequence of the proposed Reverse Stock
Split and the resulting anticipated increased price level will encourage
greater interest in the Common Stock by the financial community and the
investing public and possibly promote greater liquidity for the Company's
stockholders, although it is possible that such liquidity could be affected
adversely by the reduced number of shares outstanding after the Reverse Stock
Split. Although any increase in the market price of the new Common Stock
resulting from the Reverse Stock Split may be proportionately less than the
decrease in the number of shares outstanding, the proposed Reverse Stock Split
could result in a market price for the shares that would be high enough to
overcome the reluctance, policies and practices of brokerage firms and
investors referred to above and to diminish the adverse impact of
correspondingly higher trading commissions for the shares.
There can be no assurance, however, that the foregoing hoped-for effects
will occur following the Reverse Stock Split, that the market price of the new
Common Stock immediately after implementation the proposed Reverse Stock Split
will be maintained for any period of time, that such market price will
approximate twenty times the market price before the proposed Reverse Stock
Split, or that such market price will exceed or remain in excess of the current
market price.
Approval of the Proposed Amendment to effect the Reverse Stock Split
itself will not affect any stockholder's percentage ownership interest in the
Company or proportional voting power, except for the payment of cash for
fractional share interests. The shares of Common Stock which will be issued in
connection with the Reverse Stock Split will be fully paid and non-assessable.
The voting rights and other privileges of the holders of Common Stock will not
be affected substantially by adoption of the Proposed Amendment to effect the
Reverse Stock Split or the subsequent implementation thereof. If for any
reason the Board of Directors deems it advisable to do so, the Proposed
Amendment to effect the Reverse Stock Split may be abandoned by the Board of
Directors at any time before, during or after the Special Meeting and prior to
the Split Effective Date, without further action by the stockholders of the
Company.
Federal Income Tax Consequences. The following is a general discussion of
the material anticipated federal income tax consequences of the proposed
Reverse Stock Split. This discussion is based on the federal income tax laws
as now in effect and as currently interpreted; it does not take into account
possible changes in such tax laws or interpretations, including amendments to
applicable statutes, regulations and proposed regulations or changes in
judicial or administrative rulings, some of which may have retroactive effect.
This discussion does not purport to address all aspects of the possible federal
income tax consequences of the proposed Reverse Stock Split and is not intended
as tax advice to any person. In particular, and without limiting the
foregoing, this discussion does not consider the federal income tax
consequences to the Company's stockholders in light of their individual
investment circumstances or to tax laws (for example, life insurance companies,
financial institutions, tax-exempt organizations, regulated investment
companies and foreign taxpayers). This summary does not address any
consequence of the Reverse Stock Split under any state, local or foreign tax
laws.
The Company has not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal income tax
consequences of the Reverse Stock Split. The Company, however, believes that
because the Reverse Stock Split is not part of a plan to periodically increase
a shareholder's proportionate interest in the assets or earnings and profits of
the Company, the Reverse Stock Split will have the following federal income tax
effects:
- A stockholder will not recognize gain or loss on the exchange other than
to the extent of any cash received in lieu of fractional share interests.
In the aggregate, the stockholder's basis in the new shares will equal his
basis in the shares held before the exchange;
- A stockholder's holding period for the new shares will be the same as the
holding period of the old shares exchanged therefor;
- The Reverse Stock Split will constitute a reorganization within the meaning
of Section 368(a)(1)(E) of the Internal Revenue code of 1986 and the
Company will not recognize any gain or loss as a result of the Reverse Stock
Split.
Exchange Of Certificates; Fractional Share Interests. On the Split
Effective Date, each certificate representing existing shares of Common Stock
will automatically be deemed for all purposes to evidence ownership of the
appropriate reduced number of new shares of Common Stock without any action by
the stockholder thereof. As soon as practicable after the Split Effective
Date, stockholders will be notified and requested to surrender their
certificates for their existing shares with instructions as to how to receive
new certificates. No certificates should be surrendered until such notice is
received. Certificates for existing shares will be exchanged for certificates
representing new shares and any cash to which transmitting stockholders are
entitled after the Reverse Stock Split with respect to fractional share
interests. Continental Stock Transfer & Trust Company, the Company's transfer
agent, will act as the exchange agent for the stockholders in effecting the
exchange of their certificates. Stockholders should not forward their stock
certificates to the exchange agent until a letter of instruction is received
and should surrender their certificates only with such letter.
PROPOSAL 2
Item 2 on Proxy
Approval and Adoption of an Amendment of the Company's
Certificate of Incorporation to Effect a Name Change to
"Media Tech, Inc."
The Company proposes to change its name to "Media Tech, Inc." A copy of
the Proposed Amendment to the Company's Articles of Incorporation is attached
to this Proxy Statement as Appendix A and is incorporated herein by this
reference. The Board of Directors is of the opinion that a name change is in
the best interests of the Company and its stockholders. The Board of Directors
believes that the name change will better reflect the nature of the Company's
business since the sale of its book fair business in June, 1998 and, together
with the Reverse Split, will enhance the projected new image for the Company.
Stockholder approval of this proposal is required under the DGCL.
Stockholders of the Company will have no dissenters' or appraisal rights under
Delaware law or under the Company's Certificate of Incorporation or Bylaws in
connection with the name change amendment. If the stockholders do not approve
this proposal, then the Company's name will remain the same.
_____________________________
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENTS TO THE
COMPANY'S CERTIFICATE OF INCORPORATION ARE ADVISABLE AND IN THE BEST INTERESTS
OF THE COMPANY AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT ITS STOCKHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION.
By Order of the Board of Directors
/s/ S. Robert Davis
Chairman of the Board
<PAGE>
APPENDIX "A"
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
PAGES, INC.
Pages, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware ("GCL"), does hereby
certify that:
1. The name of the Corporation is Pages, Inc.
2. The Board of Directors of the Corporation duly adopted a resolution
setting forth proposed amendments to the Certificate of Incorporation of the
Corporation set forth below, declaring said amendments to be advisable and
calling a special meeting of the stockholders of the Corporation for
consideration thereof.
3. Article I of the Certificate of Incorporation is amended in its
entirety to read as follows:
"ARTICLE I
The name of the corporation is Media Tech, Inc."
4. The Corporation is effecting a one-for-twenty (1:20) reverse stock
split. Upon the filing in the Office of the Secretary of State of the State of
Delaware of this Certificate of Amendment to the Certificate of Incorporation
of the Corporation (the "Filing"), each twenty (20) shares of Common Stock
issued and outstanding and held of record by each stockholder of the
Corporation immediately prior to the Filing, as well as shares held in the
Corporation's treasury and any shares issuable upon exercise of any outstanding
options, warrants, and securities convertible into shares of Common Stock ("Old
Common Stock") shall, automatically and without need for any further action on
the part of any stockholder, be combined into one (1) validly issued, fully
paid and non-assessable share of Common Stock, par value $.01 per share ("New
Common Stock"). Fractional shares of New Common Stock will not be issued as
part of the aforesaid combination, but any stockholder who would be entitled to
a fractional share of New Common Stock in such combination will, pursuant to
Section 155 of the GCL, be paid in cash the fair value thereof. The number of
authorized shares of Common Stock shall remain at 20,000,000.
5. This Certificate of Amendment to the Certificate of Incorporation was
authorized by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote thereon at a meeting of stockholders
pursuant to sections 222 and 242 of the GCL.
IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under penalties of perjury this _____ day of ____________,
1999.
PAGES, INC.
By:
S. Robert Davis
Chairman of the Board and President
<PAGE>
<PAGE>
