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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 1995
PRONET INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16029 75-1832168
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
600 Data Drive
Suite 100
Plano, Texas 75075
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (214) 964-9500
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On April 1, 1995, Contact Communications Inc., a Delaware corporation
("Contact") and wholly-owned subsidiary of ProNet Inc. (the "Company") completed
the acquisition of substantially all of the paging assets of Carrier Paging
Systems, Inc. ("Carrier") for approximately $6.5 million, comprised of
approximately $3.5 million paid in cash at closing and a $3.0 million deferred
payment which is due and payable on or before April 1, 1996, and is payable, at
the Company's discretion, either in shares of common stock of the Company, or
cash, pursuant to an Asset Purchase Agreement dated as of December 5, 1994, by
and among Carrier, Carrier Communications Corp. ("Communications"), Rick
Kaminer, and Harry Lowenthal (collectively, the "Shareholders" and, together
with Carrier and Communications, the "Sellers") and Contact.
On April 17, 1995, the Company filed a Current Report on Form 8-K related to the
Carrier acquisition as it appeared that such acquisition would qualify as a
significant subsidiary of the Company based on available interim financial
information. At the time of the original filing of the Current Report on Form
8-K, it was impracticable to present the financial information of Carrier as
such information was not available. However, since the date of the original
filing, the audited results of Carrier for the year ended December 31, 1994 have
been completed. Based on the financial statements as of and for the year ended
December 31, 1994, Carrier does not qualify as a significant subsidiary of the
Company in accordance with the definition of a significant subsidiary in Rule
1-02 (v) of Regulation S-X. Therefore, had Carrier's audited 1994 financial
information been available at the time of the closing of the acquisition, the
original filing on Form 8-K would not have been required. Thus, this Form 8-K/A
is for informational purposes only and does not include historical or pro forma
financial information.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
PRONET INC.
(Registrant)
Date: June 2, 1995 /s/ Jan E. Gaulding
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Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
