<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997.
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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COLE NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
34-1453189
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
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5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(216) 449-4100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WAYNE L. MOSLEY
Vice President and Controller
Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(216) 449-4100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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DAVID P. PORTER, Esq. THOMAS F. MCKEE, Esq.
Jones, Day, Reavis & Pogue Calfee, Halter & Griswold LLP
North Point 800 Superior Avenue
901 Lakeside Avenue Cleveland, Ohio 44114
Cleveland, Ohio 44114 (216) 622-8200
(216) 586-3939
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If the securities being registered on this Form are being offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-29401
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF SHARES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.001 per share........ 287,500 shares(1) $47.00 $13,512,500 $4,094.70(2)
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(1) Includes 37,500 shares that may be sold to cover over-allotments.
(2) Registration fees in the aggregate amount of $29,219.72 were paid in
connection with Registration Statement File No. 333-29401.
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INCORPORATION BY REFERENCE
Registration Statement on Form S-3, Registration No. 333-29401, of Cole
National Corporation, a Delaware corporation (the "Company"), filed with the
Securities and Exchange Commission (the "Commission") is hereby incorporated by
reference.
EXHIBITS
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5.1 Opinion of Jones, Day, Reavis & Pogue as to the validity of securities being offered.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG Peat Marwick LLP.
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PAYMENT OF FEE
The Company hereby certifies that the registration filing fee in connection
with this filing has been transmitted by wire transfer to the Commission's
account at Mellon Bank.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets the
requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on July 18, 1997.
COLE NATIONAL CORPORATION
By: /s/ WAYNE L. MOSLEY
----------------------------------
WAYNE L. MOSLEY
VICE PRESIDENT AND CONTROLLER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
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<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------------------------------
<C> <S> <C>
* Chairman and Chief Executive July 18, 1997
- ---------------------------------------- Officer and Director (Principal
JEFFREY A. COLE Executive Officer and Principal
Financial Officer)
* President, Chief Operating July 18, 1997
- ---------------------------------------- Officer and Director
BRIAN B. SMITH
/s/ WAYNE L. MOSLEY Vice President and Controller July 18, 1997
- ---------------------------------------- (Principal Accounting Officer)
WAYNE L. MOSLEY
* Director July 18, 1997
- ----------------------------------------
TIMOTHY F. FINLEY
* Director July 18, 1997
- ----------------------------------------
IRWIN N. GOLD
* Director July 18, 1997
- ----------------------------------------
PETER V. HANDAL
* Director July 18, 1997
- ----------------------------------------
CHARLES A. RATNER
* Director July 18, 1997
- ----------------------------------------
WALTER J. SALMON
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* The undersigned by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of the Company and which are incorporated
herein by reference on behalf of such officers and directors.
/s/ WAYNE L. MOSLEY
- ------------------------------------
WAYNE L. MOSLEY, ATTORNEY-IN-FACT
II-2
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Exhibit 5.1
JONES, DAY, REAVIS & POGUE
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
July 18, 1997
Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
Re: 287,500 Shares of Class A Common Stock,
par value $.001 per share, of Cole National
Corporation to be Offered Through Underwriters
----------------------------------------------
Dear Ladies and Gentlemen:
We are acting as counsel for Cole National Corporation, a
Delaware corporation (the "Corporation"), in connection with the issuance and
sale of 250,000 shares of the Corporation's Class A Common Stock, par value
$.001 per share (the "Common Stock"), and an additional 37,500 shares of
Common Stock to be issued pursuant to an over-allotment option (the"Shares"),
in accordance with the Underwriting Agreement (the "Underwriting Agreement") to
be entered into by and among the Corporation, Smith Barney Inc., McDonald &
Company Securities, Inc. and Deutsche Morgan Grenfell Inc. as Representatives
of the several underwriters named in Schedule A to the Underwriting Agreement
(collectively, the "Representatives").
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereon we are
of the opinion that, subject to the due approval of the specific terms of the
issuance and sale of the Shares by the Board of Directors of the Corporation:
The Shares, when issued, will be duly authorized and, when
issued and delivered to the Representatives pursuant to the Underwriting
Agreement against payment of the consideration therefor as provided therein (and
provided payment of consideration received by the Corporation is at least equal
to the par value of such Shares), will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement No. 333-_____ on Form S-3 filed by the Corporation
to effect registration of the Shares under the Securities Act of 1933, as
amended (the "Registration Statement"), and to the reference to us under the
<PAGE> 2
Cole National Corporation
July 18, 1997
Page 2
caption "Legal Matters" in the Prospectus comprising a part of
the Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Cleveland, Ohio,
July 18, 1997.
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Pearle, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus
incorporated herein by reference. Our report refers to a change in accounting
for income taxes in 1994.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
July 18, 1997
