-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxVvOIS3HcykZ9fxKIgDYUw10shfiDYgJ88Lu3NWUblK7oMIQkY0GpOv3LVti8dX WajqakM487Pl01gcQLcg/Q== 0000950152-97-005190.txt : 19970721 0000950152-97-005190.hdr.sgml : 19970721 ACCESSION NUMBER: 0000950152-97-005190 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-29401 FILED AS OF DATE: 19970718 EFFECTIVENESS DATE: 19970718 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLE NATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000769644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 341453189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-31527 FILM NUMBER: 97642214 BUSINESS ADDRESS: STREET 1: 5915 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 2164494100 MAIL ADDRESS: STREET 1: 5915 LANDERBROOK DRIVE STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: CNC HOLDING CORP/DE DATE OF NAME CHANGE: 19920703 S-3MEF 1 COLE NATIONAL CORPORATION S-3 PURSUANT TO 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997. REGISTRATION STATEMENT NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- 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) --------------- 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) --------------- 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) --------------- COPIES TO: 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
--------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. --------------- 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. [ ] --------------- CALCULATION OF REGISTRATION FEE
========================================================================================================== TITLE OF SHARES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED TO BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.001 per share........ 287,500 shares(1) $47.00 $13,512,500 $4,094.70(2) ==========================================================================================================
(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. ================================================================================ 2 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 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.
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 3 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.
SIGNATURE TITLE DATE - ---------------------------------------- ------------------------------------------------------ * 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
* 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 EX-5.1 2 EXHIBIT 5.1 1 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 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 EX-23.2 3 EXHIBIT 23.2 1 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. EX-23.3 4 EXHIBIT 23.3 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 -----END PRIVACY-ENHANCED MESSAGE-----