As filed with the Securities and Exchange Commission on March 31, 1997
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
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)
---------------
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)
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. [x]
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. [ ]
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. [ ]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------
Title of each Amount to be Proposed Maximum Proposed Maximum Amount of
class of securities registered Offering Price Aggregate Registration Fee
to be registered Per Share(1) Offering Price (1)
- -------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock,
$.01 par value 519,909 $0.875 $454,920.38 $137.86
===========================================================================================
</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 March 26, 1997.
Pursuant to Rule 429, the Prospectus which forms a part of this
Registration Statement shall also relates to 857,143 shares of Common Stock
registered pursuant to the Company's Registration Statement on Form S-3 (File
No. 333-07737) for which the Company paid a Registration Fee of $849.75.
----------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
Subject To Completion, Dated March 31, 1997
1,377,052 shares of Common Stock
PAGING PARTNERS CORPORATION
This Prospectus relates to the resale of 1,377,052 shares (the "Shares")
of common stock, $.01 par value per share ("Common Stock"), of Paging Partners
Corporation, a Delaware corporation (the "Company"), from time to time for the
account of certain securityholders of the Company (the "Selling Stockholders").
The distribution of the Common Stock by the Selling Stockholders or by
their respective pledgees, donees, transferees or other successors in interest
may be effected from time to time in one or more transactions for their own
accounts (which may include block transactions) on the Nasdaq SmallCap Market
("Nasdaq"), or on any exchange on which the Common Stock may then be listed in
negotiated transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), through short sales,
sales against the box, puts and calls and other transactions in securities of
the Company or other derivatives thereof, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling Common Stock to or through broker-dealers,
including broker-dealers who may act as underwriters, and such broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders or the purchasers of Common Stock for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders may also sell Common Stock
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), or may pledge Common Stock as collateral for margin
accounts and such shares of Common Stock could be resold pursuant to the terms
of such accounts. The Selling Stockholders and any other participating brokers
and dealers may be deemed to be "underwriters" as defined in Section 2(11) of
the Securities Act. See "THE SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION."
The Common Stock of the Company is traded on the Nasdaq SmallCap Market
under the symbol "PPAR." The last sale price for the Common Stock, as reported
on Nasdaq on March 26, 1997, was $0.9375.
None of the proceeds from the sale of the Common Stock by the Selling
Stockholders will be received by the Company. The Company has agreed to bear all
expenses, other than selling commissions and fees, in connection with the
registration and sale of the Common Stock being offered by the Selling
Stockholders. See "PLAN OF DISTRIBUTION."
See "RISK FACTORS," which appear on pages 7 through 9 of this Prospectus,
for certain considerations relevant to an investment in the securities offered
hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is ______________ 1997
<PAGE>
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations or projections of future performance
other than those contained in this Prospectus, and any such other information,
projections or representations, if given or made, must not be relied upon as
having been so authorized. The delivery of this Prospectus or any sale hereunder
at any time does not imply that the information herein is correct as of any time
subsequent to its date. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION...................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 3
THE COMPANY................................................................ 4
THE OFFERING............................................................... 6
RISK FACTORS............................................................... 7
THE SELLING STOCKHOLDERS................................................... 10
PLAN OF DISTRIBUTION....................................................... 11
USE OF PROCEEDS............................................................ 11
LEGAL MATTERS.............................................................. 11
EXPERTS.................................................................... 11
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information concerning the
Company can be inspected and copied at the public reference room maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. In
addition, upon request such reports, proxy statements and other information will
be made available for inspection and copying at the Commission's public
reference facilities at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained at prescribed
rates upon request from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Such material may also be accessed
electronically at the Commission's site on the World Wide Web located at
http:\\www.sec.gov.
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended, with respect to the Common Stock offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement and the schedules and exhibits thereto. For further information about
the Company and the securities offered hereby, reference is made to the
Registration Statement and the schedules and exhibits filed as a part thereof.
Statements contained in this Prospectus as to the contents of any contract or
any other document are not necessarily complete, and in each instance, reference
is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement, including the schedules and exhibits
thereto, may be inspected without charge at the Commission's principal office in
Washington, D.C. and copies of all or any part thereof may be obtained from such
office after payment of the fees prescribed by the Commission.
-2-
<PAGE>
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 Prospectus:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
(2) The Company's Report on Form 10-C as filed on March 27, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock hereunder shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents. The Company will provide a copy of any or all of
such documents (exclusive of exhibits unless such exhibits are specifically
incorporated by reference therein), without charge, to each person to whom this
Prospectus is delivered, upon written or oral request to:
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
-3-
<PAGE>
THE COMPANY
The following summary is qualified in its entirety by the more detailed
information and financial data appearing elsewhere or incorporated by reference
in this Prospectus. Investors should carefully consider the information set
forth under the heading "RISK FACTORS."
Paging Partners Corporation (the "Company" or "Paging Partners") operates
technologically advanced paging systems which provide one-way wireless messaging
services. The Company's Metro System, which broadcasts on 931.7875 MHz (the
"Metro System"), initially focused on the New York Metropolitan area and
currently provides service over portions of seven states (New York, New Jersey,
Connecticut, Pennsylvania, Maryland, Virginia and Delaware) and Washington D.C.
The Company commenced construction of its Metro System in November 1990 and
initiated service in June 1991.
During 1994 the Company obtained licenses from the Federal Communications
Commission ("FCC") to construct a paging system (its "Corridor System" and,
together with the Metro System, the "Systems" and each individually, a "System")
operating on a single frequency (929.6375 MHz) in the territory extending along
Interstate I-95 from Baltimore/Washington to Boston (the "Northeast Corridor").
The Company has completed sufficient construction of the Corridor System to
ensure exclusive operation on the 929.6375 MHz frequency throughout the
Corridor, including the metropolitan areas of Baltimore/Washington, D.C.,
Philadelphia, New York and Boston, and now provides continuous service from
Boston to Washington, D.C. Because the Corridor System is independent of the
Company's Metro System, the Company continues to operate both Systems, and has
the flexibility to provide Resellers customized access to service on either
System.
In August 1996 the Company was granted licenses by the FCC for a third 900
MHz frequency covering most of the I-95 Northeast Corridor. In connection with
this grant, the Company entered into a sharing agreement with another carrier
which was granted licenses for the frequency covering substantially the same
territory. Pursuant to this sharing agreement, the Company may use up to 50
percent of the available airtime.
The Company does not market its services directly to paging subscribers.
The Company acts exclusively as a wholesaler and offers access to its Systems to
paging service companies, retailers and other third parties which, in turn,
directly solicit and service subscribers. In addition, the Company solicits
private network operators, radio common carriers ("RCCs") and other service
providers (collectively with the paging service companies, retailers and other
parties described in the preceding sentence, "Resellers") which have a need for
access to transmission facilities in the territories served by the Company's
Systems. Because the Company does not compete with Resellers for the business of
subscribers, management believes Resellers are more likely to sell the Company's
services than those of vertically integrated paging system operators, although
there can be no assurance this, in fact, is the case. The Company believes that
by working exclusively with Resellers it can successfully develop and market its
paging systems without the costs of the in-house sales and service personnel
otherwise necessary to solicit and service individual subscribers.
By utilizing technologically advanced transmission systems, the Company
emphasizes and has been successful in providing high quality services targeted
toward the higher end of the paging market - pagers which receive alphanumeric
messages (i.e., messages consisting of both numbers and letters). Consequently,
the proportion of the pagers serviced by the Company which are alphanumeric far
exceeds the industry average. As part of its emphasis of data transmission and
alphanumeric services, the Company is developing proprietary
-4-
<PAGE>
software which will enable the Company to receive, format and transmit large
quantities of information received from multiple sources so that Resellers can
offer subscribers the ability to receive customized information on topics
preselected by the subscriber.
The Company's emphasis on alphanumeric services is highlighted by its
AlphaPlus(R) software and services, and by its agreement with Motorola, Inc.
whereby the Company broadcasts over its Systems branded information services
made available by Motorola. AlphaPlus(R) allows subscribers to select from
information services provided by the Company (such as customized dispatching,
traffic, sports, weather, financial updates and news headlines), the content to
be received by their pagers. The Company's agreement with Motorola will allow
the Company to supplement its AlphaPlus(R) offerings by making available over
its systems branded information services developed by Motorola through its
alliances with leading service providers. The first of these services,
ESPNET.To.Go(TM), was made available in May 1966 followed by CNBC Street
Line(TM) in January 1997.
The Company's principal executive offices are located at Freehold Office
Plaza, 4249 Route 9 North, Building 2, Freehold, New Jersey 07728, (908)
409-7088.
-5-
<PAGE>
THE OFFERING
Securities offered by the Selling
Stockholders......................... 1,377,052 shares of Common Stock
held by various individuals and
entities.
Common Stock outstanding
(before and after the offering)...... 6,283,052 shares (1)
Nasdaq symbol.......................... PPAR
Risk Factors........................... See "RISK FACTORS" for a discussion
of certain factors to be considered
by prospective investors.
- ----------
(1) Does not include (i) 281,800 shares of Common Stock issuable upon exercise
of options previously granted to the Company's employees and consultants,
(ii) 1,800,000 shares of Common Stock reserved for issuance upon exercise
of warrants held by the public (the "Public Warrants"), or (iii) 340,000
shares of Common Stock reserved for issuance upon exercise of warrants
held by GKN Securities Corp. (the "GKN Warrants") to purchase 170,000
"Units," each Unit consisting of one share of Common Stock and one warrant
to purchase one share of Common Stock. See "RISK FACTORS - Adverse
Consequences Associated with Substantial Shares of Common Stock Reserved
for Issuance."
-6-
<PAGE>
RISK FACTORS
In evaluating the Company and its business, prospective investors should
carefully consider the following risk factors in addition to the other
information contained and incorporated by reference herein before purchasing the
shares of Common Stock offered pursuant to this Prospectus.
Accumulated Losses; Capital Deficiency; Net Working Capital Deficiency;
Uncertainty of Financial Results. The Company commenced operations in November
1990 and accumulated net losses of $7,529,000 through December 31, 1996.
Management does not expect the Company to operate profitably during 1997. There
can be no assurance that the Company will operate profitably in the future. The
Company will only be able to recoup the amounts spent to date, if at all, if it
can attract significantly increased numbers of subscribers to its Systems,
enabling it to operate such Systems profitably.
No Assurance of Successful Marketing of Systems. There can be no assurance
that the Company will be successful in its efforts to market its Systems. If the
Company does not attract significantly increased numbers of subscribers to its
Systems, the Company will not be able to operate its Systems profitably.
Possible Need for Additional Financing. The Company will continue to incur
substantial costs in the immediate future in connection with its efforts to
market its Systems. The Company recently renegotiated the terms of its Credit
Agreement with Motorola and received an infusion of $500,000 from the sale of
shares of its Common Stock. As a result of these steps and certain cost-saving
measures undertaken by management it appears that the Company will begin to
generate cash from operations during 1997. Nevertheless, actual results may
differ from current expectations as a result of various factors over which the
Company has no control, including continued price and product competition by the
Company's competitors or a general slowing of the economy in the territory
served by the Company's Systems. Should the Company need additional funds, no
assurance can be given that such funds will be available on terms favorable to
the Company, if at all. Substantially all of the Company's assets are pledged to
secure its obligations under its existing Credit Agreement with Motorola, Inc.
This lien may adversely affect the Company's ability to obtain additional
financing, if required.
Competition; Rapid Technological Change. The Company's Systems face
significant competition from other wireless communications services. Many of the
Company's competitors, which include local, regional and national paging
companies, some of which are owned by regional telephone companies, possess
greater financial, technical and other resources than the Company. Moreover,
certain competitors in the paging industry offer broader coverage than that
provided by the Company's Systems and certain competitors follow low-price
discounting strategies to expand market share. There can be no assurance that
the Company will be able to compete successfully.
The communications industry is characterized by rapid technological
change. Future technological advances may result in new services or products
directly competitive with the paging and data transmission services provided by
the Company. A variety of wireless one-way and two-way communication
technologies, including cellular telephone service, personal communications
services, enhanced specialized mobile radio, data networks and mobile satellite
services, currently are in use or under development. These technologies could
result in increased capacity and efficiency for wireless two-way communication
and, accordingly, could result in increased competition for the Company. There
can be no assurance that the Company would not be adversely affected by such
technological developments. Large manufacturers dominate technology development
and changes
-7-
<PAGE>
in their product distribution or entry into the market as service providers
could reduce the Company's access to technology and harm its growth prospects.
Legislative changes and regulatory changes proposed by the FCC are aimed
at encouraging technological advances and new services. In addition, the FCC has
authorized additional radio spectrum to be made available for wireless
communications services, including two-way paging and has auctioned off
substantial portions of this spectrum. There can be no assurance that the
Company will not be adversely affected by such technological change or
regulatory developments.
The FCC has stated that the future issuance of licenses such as those held
by the Company will generally be subject to competitive bidding. Competitive
bidding requirements could adversely impact the Company's ability to enter new
markets.
Regulation. As a participant in the paging industry, the Company is
subject to legislation adopted by Congress and the several state legislatures
and to regulation by the FCC and various state regulatory agencies with respect
to licensing, the transfer of licenses and other matters. There can be no
assurance that those regulatory bodies will not adopt legislation or regulations
or take other actions that would have a material adverse effect on the business
of the Company. Changes in regulation of the Company's paging business or the
allocation of radio spectrum for services that compete with the Company's
business could adversely affect the Company's results of operations.
Dependence Upon Resellers. Unlike most paging companies, the Company
relies on Resellers to market its paging systems to potential subscribers.
Although management believes that this is the most efficient way to market the
Company's Systems, the Company is dependent upon the distribution efforts of
others to solicit and service subscribers for its Systems. There can be no
assurance that the Company will be able to recruit a sufficient number of
Resellers to increase or even maintain the growth of the Systems.
No Assurance of Successful Software Development. The Company has devoted
and intends to devote a portion of its revenues to the development of software
designed to facilitate the receipt and transmission of data. Although such
efforts to date have resulted in the development of software used to provide new
services, there can be no assurance that the Company's current or future
software development efforts will result in marketable products or services.
Control by Principal Stockholders. Mr. Fink, Mr. Giacchi and members of
their immediate families own, and will continue to own, approximately 32% of the
outstanding Common Stock and may be in a position to elect the entire Board of
Directors and control the operations and policies of the Company.
Volatility. The market price of the Common Stock has been volatile. There
has been significant volatility in the market prices of securities of other
companies in the wireless communications industry. Factors such as announcements
of technological developments or new products, governmental regulatory actions,
variations in quarterly operating results, developments in patent or other
proprietary rights, and general market conditions may have a significant effect
on the market price of the Common Stock.
Possible Adverse Effect on Market Prices of Shares Eligible for Future
Sale. Of the 6,283,052 shares of the Company's Common Stock outstanding,
approximately 4,500,000 shares are "restricted securities" as that term is
defined in Rule 144 under the Securities Act and under certain circumstances may
be sold without
-8-
<PAGE>
registration pursuant to that Rule. Of these, 3,000,000 shares became eligible
for sale pursuant to Rule 144 during the period from March through May 1996,
subject, in the case of shares held by affiliates, to the volume limitations of
Rule 144. Of the approximately 1,500,000 shares of "restricted securities" not
eligible for sale pursuant to Rule 144, 1,377,052 are eligible for sale pursuant
to this Prospectus. The Company is unable to predict the effect that sales made
under Rule 144 or otherwise may have on the market prices of the Common Stock
prevailing at the time of any such sales.
Adverse Consequences Associated with Substantial Shares of Common Stock
Reserved for Issuance. As of March 31, 1997, the Company had reserved an
aggregate of 2,574,000 shares as follows: (i) 434,000 shares of Common Stock
reserved for issuance upon exercise of options available for grant under the
Company's Stock Option Plan, as amended (ii) 1,800,000 shares of Common Stock
reserved for issuance upon exercise of warrants held by the public (the "Public
Warrants"), and (iii) 340,000 shares of Common Stock reserved for issuance upon
exercise of warrants held by GKN Securities Corp. (the "GKN Warrants") to
purchase 170,000 "Units," each Unit consisting of one share of Common Stock and
one warrant to purchase one share of Common Stock. Should a significant portion
of such warrants and options be exercised and become freely tradeable, the
resulting increase in the amount of the Common Stock in the public market may
have the effect of reducing the market price thereof.
Possible Adverse Effect of Issuance of Preferred Stock; Anti-Takeover
Provisions. The Company has an authorized class of 1,000,000 shares of preferred
stock which may be issued by the Board of Directors on such terms and with such
rights, preferences and designations as the Board may determine. Issuance of
such preferred stock, depending upon the rights, preferences and designations
thereof, may have the effect of delaying, deterring or preventing a change in
control of the Company. In addition, the Company's Certificate of Incorporation
provides for a classified board of directors which may have the effect of
delaying or deterring certain changes in control of the Company. Further,
certain "anti-takeover" provisions of the Delaware General Corporation Law,
among other things, restrict the ability of stockholders to effect a merger or
business combination or obtain control of the Company, and may be considered
disadvantageous by a stockholder. The Company is unable to predict the effect
that these impediments to the ability of a third party to take over the Company
will have on the market price of the Common Stock prevailing from time to time.
No Dividends. The Company anticipates that all of its earnings in the
foreseeable future will be retained to finance the growth of its business and
does not intend to pay cash dividends on its Common Stock in the foreseeable
future. In addition, the payment of dividends is currently prohibited under the
Company's Credit Agreement with Motorola.
Trading Market. Prior to May 19, 1994, there was no market in the
Company's securities. The Common Stock currently trades on the Nasdaq SmallCap
Market ("Nasdaq"). There can be no assurance that an active trading market for
the Company's securities will be sustained. The absence of an active trading
market would reduce the liquidity of one's investment in the Company's
securities.
-9-
<PAGE>
THE SELLING STOCKHOLDERS
The following table sets forth as of March 31, 1997, except as otherwise
noted: (i) the name of each Selling Stockholder, (ii) the number of shares of
Common Stock owned beneficially or of record by such Selling Stockholder and
(iii) the number of shares of Common Stock offered by such Selling Stockholder
hereunder. No Selling Stockholder will beneficially own more than one percent of
the outstanding Common Stock upon consummation of the offering contemplated
hereby.
Number of Shares Number of Shares
of Common Stock of Common Stock
Issued to: Beneficially Owned (1) Offered Hereby
Allen & Company Incorporated 443,571 443,571
Glenn Okun (2) 114,286 114,286
American Diversified Enterprises,
Inc.(3) 61,324 61,324
Bruce Allen 57,143 57,143
Susan Allen 61,324 61,324
Paul Gould 17,282 17,282
John Schneider 20,305 20,305
Harold Wit 15,331 15,331
Philip Scaturro 15,331 15,331
Nancy Peretsman 5,331 15,331
Robert Mackie 20,305 20,305
Mary Cullen 4,181 4,181
Brian Murphy 11,429 11,429
Dolphin Offshore Partners, LP 400,000 400,000
Phillips Nizer Benjamin Krim
& Ballon LLP 18,182 18,182
Robert Davidoff 45,000 45,000
American Alpha 6,545 6,545
338 Elm Street 30,545 30,545
Comm Site International 10,910 10,910
Absolute Best Monitoring Corporation 8,727 8,727
- ----------
(1) Unless otherwise noted, all shares are beneficially owned, and sole voting
power and investment power is held by, the person named.
(2) Mr. Okun's wife is the beneficial owner of 2,500 shares, as to which Mr.
Okun disclaims beneficial ownership.
(3) Beneficially owned by Terry Allen Kramer.
-10-
<PAGE>
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Stockholders or by
their respective pledgees, donees, transferees or other successors in interest
may be effected from time to time in one or more transactions for their own
accounts (which may include block transactions) on Nasdaq or any exchange on
which the Common Stock may then be listed, in negotiated transactions, through
the writing of options on shares (whether such options are listed on an options
exchange or otherwise), through short sales, sales against the box, puts and
calls and other transactions in securities of the Company or other derivatives
thereof, or a combination of such methods of sale, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling shares of Common Stock to or through broker-dealers, including
broker-dealers who may act as underwriters, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of shares of Common Stock for whom
such broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders may also sell Common Stock
pursuant to Rule 144 promulgated under the Securities Act or pledge shares of
Common Stock as collateral for margin accounts, and such shares of Common Stock
could be resold pursuant to the terms of such accounts. The Selling Stockholders
and any participating brokers and dealers may be deemed to be "underwriters" as
defined in Section 2(11) of the Securities Act.
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
The Company has agreed to bear all expenses, other than selling
commissions and fees, in connection with the registration and sale of the shares
of Common Stock being offered by the Selling Stockholders.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock being offered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Phillips Nizer Benjamin Krim & Ballon LLP, New York, New
York.
EXPERTS
The financial statements and financial statement schedule of the Company
as of December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996 and for the period from inception to December 31, 1996,
incorporated by reference in this registration statement, have been incorporated
herein in reliance on the report, Berenson & Company L.L.P., certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.
-11-
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this offering are:
SEC registration fee..........................$ 137.85
Legal fees and expenses...................... 15,000.00
Blue Sky fees and expenses................... 1,000.00
Accounting.................................... 1,000.00
Miscellaneous................................ 7,000.00
Total .......................................$24,137.85
The Company has agreed to bear all expenses, other than selling
commissions and fees, in connection with the registration and sale of the shares
of Common Stock being offered by the Selling Stockholders in this offering.
Item 15. 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.
Item 16. 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.
II-1
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment of this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement of
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The Registrant hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<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-3 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 31st day of
March, 1997.
PAGING PARTNERS CORPORATION
By: /s/ Richard J. Giacchi
----------------------
Richard J. Giacchi, President
Signature Titles Date
/s/ Leonard D. Fink Chairman of the Board of March 31, 1997
- ------------------- Directors
Leonard D. Fink
/s/ Richard J. Giacchi President, Director March 31, 1997
- ---------------------- and Principal Executive Officer
Richard J. Giacchi
/s/ Jeffrey M. Bachrach Vice President, Treasurer, March 31, 1997
- ----------------------- Secretary, and Principal
Jeffrey M. Bachrach Financial and Accounting Officer
______________________ Director March 31, 1997
Robert Davidoff
/s/ Monte Engler Director March 31, 1997
- ----------------
Monte Engler
_____________________ Director March 31, 1997
Rochelle B. King
II-3
<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.
II-4
EXHIBIT 5
March 31, 1997
Paging Partners Corporation
Freehold Office Plaza
4249 Route 9 North, Building 2
Freehold, New Jersey 07728
Re: Paging Partners Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-3 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "1933 Act"), by Paging Partners Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission, relating to a proposed
public offering by certain shareholders of the Company of up to 1,377,052 shares
of the Company's common stock (the "Common Stock").
Terms used herein that are defined in the Registration Statement and not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
We have examined the originals or photocopies or certified copies of such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures (except for those of representatives
of the Company), the authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as certified copies
or photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, and such other investigation as we
have deemed necessary, we are of the opinion that the shares of Common Stock to
be sold pursuant to the Registration Statement have been duly authorized,
legally and validly issued, fully paid and are nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the references to our firm under "Legal Matters" in the related
Prospectus. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
PHILLIPS NIZER BENJAMIN
KRIM & BALLON LLP
By: /s/ Vincent J. McGill
---------------------
A Partner
EXHIBIT 23.1
[INCLUDED IN EXHIBIT 5]
EXHIBIT 23.2
[LETTERHEAD OF BERENSON & COMPANY LLP]
INDEPENDENT AUDITORS' 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 6, 1997,
except notes 5 and 10 as to which the date is March 14, 1997, appearing in the
Annual Report on Form 10-KSB of Paging Partners Corporation for the year ended
December 31, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Berenson & Company LLP
New York, New York
March 31, 1997
