As filed with the Securities and Exchange Commission on August 30, 1996
Registration No._____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PAGING PARTNERS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-3281446
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Freehold Office Plaza
4249 Route 9 North, Building 2
Freehold, New Jersey 07728
(908) 409-7088
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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1994 Stock Option Plan
(Full Title of Plan)
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RICHARD J. GIACCHI Copy to: VINCENT J. McGILL, ESQ.
Freehold Office Plaza PHILLIPS NIZER BENJAMIN
4249 Route 9 North, Building 2 KRIM & BALLON LLP
Freehold, New Jersey 07728 666 Fifth Avenue
(908) 409-7088 New York, New York 10103
(Name, address, including zip code and (212) 977-9700
telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount Proposed Maximum Proposed Maximum Amount of
securities to be to be Offering Price Per Aggregate Offering Registration
registered registered Security (1) Price(1) Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 450,000 $1.6875 $759,375.00 $261.85
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</TABLE>
(1) Pursuant to Rule 457(c), the maximum offering price per security and
maximum aggregate offering price of the Common Stock have been
calculated on the basis of the average of the high and low sale prices
of the Common Stock, as reported by the Nasdaq SmallCap Market on August
20, 1996.
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<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by the Company with the
Commission (File No. 1-13002) pursuant to the Exchange Act are incorporated by
reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, as amended by Form 10-KSB/A.
(2) The Company's Quarterly Report on Form 10-QSB for the period ended March
31, 1996.
(3) The Company's Quarterly Report on Form 10-QSB for the period ended June
30, 1996.
(4) The description of the Company's common stock in the Company's
Registration Statement on Form 8-A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as filed with the Commission on
April 12, 1994.
(5) The Company's 1994 Stock Option Plan and Form of Stock Option Agreement,
as filed with the Commission on April 12, 1994, as subsequently amended.
In addition to the foregoing, all documents filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
the date of the Registration Statement and prior to the filing of a
post-effective amendment, which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing such documents.
The Company will provide without charge to any Plan participant, at the
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to: Paging Partners Corporation, Freehold Office
Plaza, 4249 Route 9 North, Building 2, Freehold, New Jersey 07728, (908)
409-7088, Attention: Mr. Richard J. Giacchi.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Counsel and Experts.
Monte Engler, a director of the Company, is a partner at the law firm
Phillips Nizer Benjamin Krim & Ballon LLP, which performs services for the
Company.
Item 6. Indemnification of Directors and Officers.
The Company has included in its Certificate of Incorporation provisions
to limit the personal liability of its officers and directors for monetary
damages for breach of their fiduciary duty as directors, except for liability
that cannot be eliminated under the Delaware General Corporation Law. The
Company's Certificate of Incorporation provides that Directors of the Company
will not be personally liable for monetary damages for breach of their fiduciary
duty of directors, except for liability (i) for any breach of their duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for any unlawful payment of a dividend or unlawful stock repurchase
or redemption, as provided in Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. The By-Laws of the Company also provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary.
The indemnification provided by the Company's By-laws would provide
coverage for claims arising under the Securities Act and the Exchange Act.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the company pursuant
its Certification of Incorporation or By-laws, or the Delaware General
Corporation Law, or otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
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<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP.
23.1 Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5).
23.2 Consent of Berenson & Company L.L.P.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
2. For determining any liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and to treat the offering of such securities at that time to be to be
the initial bona fide offering thereof.
3. To file a post-effective amendment to remove from registration any of the
securities which remain unsold at the end of the offering.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 30th day of
August, 1996.
PAGING PARTNERS CORPORATION
By:/s/ Richard J. Giacchi
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Richard J. Giacchi, President
Signature Titles Date
--------- ------ ----
/s/ Leonard D. Fink Chairman of the Board of Directors August 30, 1996
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Leonard D. Fink
/s/ Richard J. Giacchi President, Director and Principal August 30, 1996
- ------------------------- Executive Officer
Richard J. Giacchi
/s/ Jeffrey M. Bachrach Vice President, Treasurer, August 30, 1996
- ------------------------- Assistant Secretary, and
Jeffrey M. Bachrach Principal Financial and
Accounting Officer
/s/ Robert Davidoff Director August 30, 1996
- -------------------------
Robert Davidoff
/s/ Monte Engler Director August 30, 1996
- -------------------------
Monte Engler
/s/ Rochelle B. King Director August 30, 1996
- -------------------------
Rochelle B. King
-4-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8 REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933, as amended
File No. 33-________
PAGING PARTNERS CORPORATION
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<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
5 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP regarding
legality.
23.1 Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included
in Exhibit 5).
23.2 Consent of Berenson & Company LLP.
-6-
Exhibit 5
August 30, 1996
Paging Partners Corporation
Freehold Office Plaza
4249 Route 9 North, Building 2
Freehold, New Jersey 07728
(908) 409-7088
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Paging Partners Corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to 450,000 shares of the Company's common stock, $.01 par
value per share (the "Common Stock"), which may be issued upon the exercise of
options granted or to be granted pursuant to the Company's 1994 Stock Option
Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock upon the exercise of an option granted or to be granted pursuant to the
Plan, and that the Common Stock being registered pursuant to the Registration
Statement, when issued upon the exercise of and payment for options granted or
to be granted under the Plan in accordance with the terms of the option and the
Plan, will be duly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in each Prospectus
constituting a part of the Registration Statement. This consent is not to be
construed as an admission that we are a person whose consent is required to be
filed with the Registration Statement under the provisions of the Securities
Act.
Sincerely yours,
Phillips Nizer Benjamin Krim & Ballon LLP
By:
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A Partner
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Paging Partners Corporation on Form S-3 of our report dated
February 13, 1996 appearing in the Paging Partners Corporation Form 10-KSB for
the fiscal year ended December 31, 1995, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of the Registration
Statement.
/s/BERENSON & COMPANY LLP
New York, New York
August 30, 1996
