Cole National Corp/DE – ‘S-3MEF’ on 7/18/97

As of:  Friday, 7/18/97   ·   Effective:  7/18/97   ·   Accession #:  950152-97-5190   ·   File #s:  333-29401, 333-31527

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Registration of Additional Securities   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Cole National Corporation S-3 Pursuant to 462(B)       3     19K 
 2: EX-5.1      Opinion re: Legality                                   2      9K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 
 4: EX-23.3     Consent of Experts or Counsel                          1      5K 

S-3MEF   —   Cole National Corporation S-3 Pursuant to 462(B)

S-3MEF
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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:

                                                                [Download Table]
                                                         
   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 

                                                        [Enlarge/Download Table]

==========================================================================================================
          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.              
================================================================================

S-3MEF
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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                                                                        

                                                        [Enlarge/Download Table]
                                                                                           
 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.                                                         

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S-3MEF
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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.                                                                

                                                        [Enlarge/Download Table]

               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                                             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/18/97		1		3			424B4
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