SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1997
PAGE AMERICA GROUP, INC.
(Exact name of registrant as specified in charter)
NEW YORK 1-10682 13-2865787
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
c/o Bariston Associates, Inc.
ONE INTERNATIONAL PLACE, BOSTON, MASSACHUSETTS 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 330-8950
125 STATE STREET, HACKENSACK, NEW JERSEY 07601
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to an Amended and Restated Asset Purchase Agreement dated as of
January 30, 1997, as amended (the "Agreement"), on July 1, 1997 Page America
Group, Inc. ("Page America") sold substantially all of its assets to Metrocall,
Inc. ("Metrocall") for consideration consisting of $25 million in cash, 1,500
shares of Series B Junior Convertible Preferred Stock of Metrocall having a
value upon liquidation or redemption of $15 million and 3,997,458 shares of
Common Stock of Metrocall. Of the shares of the Common Stock of Metrocall
received by Page America, 832,250 shares were placed in escrow pursuant to the
provisions of an escrow agreement. In connection with the Agreement, Page
America adopted a plan of complete liquidation and dissolution providing for the
liquidation of Page America and its dissolution as a corporate entity. The
number of shares of Common Stock received by Page America pursuant to the
Agreement will be subject to adjustment based on Page America's actual working
capital at June 30, 1997.
Metrocall granted to Page America the right to register the shares of
Common Stock of Metrocall received by Page America pursuant to the Agreement and
the shares of Common Stock of Metrocall issuable upon conversion of the Series B
Junior Convertible Preferred Stock pursuant to registration statements to be
filed by Metrocall under the Securities Act of 1933.
The purchase price and all negotiations relating to the transaction were on
an arm's length basis.
The foregoing description of the acquisition is qualified in its entirety
by reference to the complete text of the Agreement which is incorporated by
reference as an exhibit to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION
(a), (b) Any pro forma financial information, if required, will be filed as
soon as practicable but not later than 60 days from the date hereof.
EXHIBITS
10.1 Amended and Restated Asset Purchase Agreement dated as of
January 30, 1997, as amended, by and among Metrocall, Inc.,
Page America Group, Inc. and various subsidiaries of Page
America Group, Inc. Incorporated by reference to Exhibits 2.2
and 2.3 to Registration Statement on Form S-
4 filed by Metrocall (No. 333-21231).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAGE AMERICA GROUP, INC.
Dated: July 14, 1997 By:/s/ David A. Barry
David A. Barry
Chairman of the Board
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
10.1 Amended and Restated Asset Purchase
Agreement dated as of January 30,
1997, as amended, by and among
Metrocall, Inc., Page America
Group, Inc. and various
subsidiaries of Page America Group,
Inc. Incorporated by reference to
Exhibits 2.2 and 2.3 to
Registration Statement on Form S-4
filed by Metrocall (No. 333-21231).
