<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1995.
Registration No. 33-
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
PRONET INC.
(Exact name of issuer as specified in its charter)
DELAWARE 75-1832168
(State of incorporation) (IRS Employer Identification No.)
6340 LBJ FREEWAY
DALLAS, TEXAS 75240
(Address of Principal Executive Offices) (Zip Code)
PRONET INC.
1995 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JAN E. GAULDING
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PRONET INC.
6340 LBJ FREEWAY
DALLAS, TEXAS 75240
(Name and address of agent for service)
(214) 687-2000
(Telephone number, including area code, of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES
OF ALL COMMUNICATIONS AND NOTICES TO:
MARK A. SOLLS
VICE PRESIDENT AND
GENERAL COUNSEL
PRONET INC.
6340 LBJ FREEWAY
DALLAS, TEXAS 75240
(Counsel for the Issuer)
APPROXIMATE DATE OF PROPOSED SALE: Sales to optionees of the
securities registered hereunder are expected to take place from time
to time after the effective date of this Registration Statement as and
when options are exercised.
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount To Be Price Per Offering Registration
To Be Registered Registered(1) Share (2)(3) Price (2)(3) Fee
- -----------------------------------------------------------------------------
Common Stock, $.01 1,000,000 $28.25 $28,250,000 $9,741.38
par value shares
- -----------------------------------------------------------------------------
(1) Includes such indeterminable number of additional shares as
may become issuable pursuant to the antidilution provision of the
Plan pursuant to Rule 416(a) under the Securities Act of 1933, as
amended.
(2) Computed in accordance with Rule 457(h) under the Securities
Act of 1933, as amended, on the basis of the average of the high
and low prices of the Common Stock as quoted on the NASDAQ National
Market System on December 19, 1995.
(3) Determined solely for the purpose of computing the
registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities
and Exchange Commission (the "Commission") by ProNet Inc., a
Delaware corporation (the "Company"), and are incorporated herein
by reference and made a part hereof:
a. Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
b. Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994;
c. Annual Report on Form 10-K/A-2 for the fiscal year ended
December 31, 1994;
d. Current Report on Form 8-K filed March 16, 1995;
e. Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1995;
f. Current Report on Form 8-K filed April 17, 1995;
g. Current Report on Form 8-K filed April 19, 1995;
h. Current Report on Form 8-K/A filed May 12, 1995;
i. Current Report on Form 8-K filed May 18, 1995;
j. Current Report on Form 8-K filed May 19, 1995;
k. Current Report on Form 8-K/A filed June 2, 1995;
l. Current Report on Form 8-K filed June 2, 1995;
m. Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995;
n. Current Report on Form 8-K filed July 5, 1995;
o. Current Report on Form 8-K filed July 7, 1995;
p. Current Report on Form 8-K filed September 15, 1995;
q. Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1995;
r. Current Report on Form 8-K/A filed October 3, 1995;
s. Current Report on Form 8-K/A-2 filed October 5, 1995; and
<PAGE>
t. The description of the Company's Common Stock
contained in Item 1 of the Registration Statement on Form
8-A dated July 15, 1987, as amended by Form 8-A/A dated
April 19, 1995.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the effective date
hereof and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement 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 such statement so modified or
superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Certificate of Incorporation of the
Company provides that the Company shall indemnify its officers
and directors to the maximum extent allowed by the Delaware
General Corporation Law. Pursuant to Section 145 of the Delaware
General Corporation Law, the Company generally has the power to
indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any
suit to which they are, or are threatened to be made, a party by
reason of their serving in those positions so long as they acted
in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the Company, and with
respect to any criminal action, so long as they had no reasonable
cause to believe their conduct was unlawful. With respect to
suits by or in the right of the Company, however, indemnification
is generally limited to attorneys' fees and other expenses and is
not available if the person is adjudged to be liable to the
Company, unless the court determines that indemnification is
appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights
granted under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Company also has the
power to purchase and maintain insurance for its directors and
officers. Additionally, Article Tenth of the Certificate of
Incorporation provides that, in the event that an officer or
director files suit against the Company seeking indemnification
of liabilities or expenses incurred, the burden will be on the
Company to prove that the indemnification would not be permitted
under the Delaware General Corporation Law.
The preceding discussion of the Company's Certificate of
Incorporation and Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its
entirety by the Certificate of Incorporation and Section 145 of
the Delaware General Corporation Law.
The Company has entered into indemnity agreements with its
directors and officers. Pursuant to such agreements, the Company
will, to the extent permitted by applicable law, indemnify such
persons against all expenses, judgments, fines and penalties
incurred in connection with the defense or settlement of
<PAGE>
any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain
responsibilities at the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by
reference to another filing of the Company with the Commission,
each of the following exhibits is filed herewith:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 - Indenture, dated as of June 15, 1995, between the
Registrant and First Interstate Bank of Texas,
N.A., as Trustee (filed as an exhibit to the
Registrant's Current Report on Form 8-K, dated
July 5, 1995, and incorporated herein by
reference).
4.2 - Registration Rights Agreement, dated as of June
15, 1995, between the Registrant, Lehman Brothers,
Inc., Alex. Brown & Sons Incorporated and Paine
Webber Incorporated (filed as an exhibit to the
Registrant's Registration Statement on Form S-4
(File No. 33-60925) filed July 7, 1995, and
incorporated herein by reference).
4.3 - Rights Agreement, dated as of April 5, 1995,
between the Registrant and Chemical Shareholder
Services Group, Inc., as Rights Agent, specifying
the terms of the rights to purchase the
Registrant's Series A Junior Participating
Preferred Stock, and the exhibits thereto (filed
as an exhibit to the Registrant's Registration
Statement on Form 8-A dated April 7, 1995, and
incorporated herein by reference).
5.1 - Opinion of Vinson & Elkins, L.L.P.
23.1 - Consent of Vinson & Elkins, L.L.P. (set forth in
exhibit 5.1).
23.2 - Consent of Ernst & Young LLP, Independent
Auditors.
23.3 - Consent of Schneider, Ehrlich &
Wengrover, Independent Public Accountants.
23.4 - Consent of Cummings & Carroll, P.C., Independent
Public Accountants.
23.5 - Consent of Natarelli & Associates, Independent
Public Accountants.
23.6 - Consent of Winter, Kloman, Moter & Repp, S.C.,
Independent Public Accountants.
23.7 - Consent of Greer & Walker, L.L.P., Independent
Public Accountants.
23.8 - Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.9 - Consent of KPMG Peat Marwick LLP, Independent
Public Accountants.
23.10 - Consent of KPMG Peat Marwick LLP, Independent
Public Accountants.
24.1 - Powers of Attorney (set forth on signature page).
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
<PAGE>
(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; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purposes of determining any
liability under the Securities Act, each such post-effective
amendment 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual
report pursuant to section 13(a) or section 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.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on December
19, 1995.
PRONET INC.
By: /s/ Jan E. Gaulding
-------------------------
Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
Each person whose signature appears below authorizes Jackie R.
Kimzey and Jan E. Gaulding, and each of them, each of whom may
act without joinder of the other, to execute in the name of each
such person who is then an officer or director of the Company and
to file any amendments to this Registration Statement necessary
or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration of the securities
which are the subject of this Registration Statement, which
amendments may make such changes in the Registration Statement as
such attorney may deem appropriate.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jackie R. Kimzey Chairman of the Board and
- -------------------------- Chief Executive Officer December 19, 1995
Jackie R. Kimzey (principal executive officer)
/s/ David J. Vucina President, Chief Operating
- -------------------------- Officer and Director December 19, 1995
David J. Vucina
Senior Vice President,
/s/ Jan E. Gaulding Treasurer and Chief Financial December 19, 1995
- -------------------------- Officer (principal
Jan E. Gaulding accounting officer)
/s/ Thomas V. Bruns
- -------------------------- Director December 19, 1995
Thomas V. Bruns
/s/ Harvey B. Cash
- -------------------------- Director December 19, 1995
Harvey B. Cash
/s/ Edward E. Jungerman
- -------------------------- Director December 19, 1995
Edward E. Jungerman
/s/ Mark C. Masur
- -------------------------- Director December 19, 1995
Mark C. Masur
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
- ------- ------- ----------
4.1 - Indenture, dated as of June 15, 1995, between the
Registrant and First Interstate Bank of Texas, N.A., as
Trustee (filed as an exhibit to the Registrant's Current
Report on Form 8-K, dated July 5, 1995, and incorporated
herein by reference).
4.2 - Registration Rights Agreement, dated as of June 15,
1995, between the Registrant, Lehman Brothers, Inc., Alex.
Brown & Sons Incorporated and Paine Webber Incorporated (filed
as an exhibit to the Registrant's Registration Statement on
Form S-4 (File No. 33-60925) filed July 7, 1995, and
incorporated herein by reference).
4.3 - Rights Agreement, dated as of April 5, 1995, between
the Registrant and Chemical Shareholder Services Group, Inc.,
as Rights Agent, specifying the terms of the rights to
purchase the Registrant's Series A Junior Participating
Preferred Stock, and the exhibits thereto (filed as an exhibit
to the Registrant's Registration Statement on Form 8-A dated
April 7, 1995, and incorporated herein by reference).
5.1 - Opinion of Vinson & Elkins, L.L.P.*
23.1 - Consent of Vinson & Elkins, L.L.P. (set forth in
exhibit 5.1).
23.2 - Consent of Ernst & Young LLP, Independent Auditors.*
23.3 - Consent of Schneider, Ehrlich & Wengrover,
Independent Public Accountants.*
23.4 - Consent of Cummings & Carroll, P.C., Independent
Public Accountants.*
23.5 - Consent of Natarelli & Associates, Independent Public
Accountants.*
23.6 - Consent of Winter, Kloman, Moter & Repp, S.C.,
Independent Public Accountants.*
23.7 - Consent of Greer & Walker, L.L.P., Independent Public
Accountants.*
23.8 - Consent of Arthur Andersen LLP, Independent Public
Accountants.*
23.9 - Consent of KPMG Peat Marwick LLP, Independent Public
Accountants.*
23.10 - Consent of KPMG Peat Marwick LLP, Independent Public
Accountants.*
24.1 - Powers of Attorney (set forth on signature page).*
__________
*Filed herewith.
<PAGE>
[LETTERHEAD]
EXHIBIT 5.1
December 18, 1995
ProNet Inc.
6340 LBJ Freeway
Dallas, Texas 75240
Re: ProNet Inc.
Common Stock, par value $.01 per share
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for ProNet Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 1,000,000 shares (the "Shares")
of its common stock, par value $.01 per share (the "Common Stock"), on the
Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission") on
or about December 20, 1995. The Shares will be issued pursuant to the terms
of the Company's 1995 Stock Incentive Plan.
We are rendering this opinion as of the time the Registration Statement
becomes effective in accordance with Section 8(a) of the Securities Act.
In reaching the opinions set forth herein, we have reviewed those
agreements, certificates of public officials, officers of the Company and
other persons, records, documents, and matters of law that we deemed relevant,
including, but not limited to, (a) the Articles of Incorporation and
Restated By-Laws of the Company and (b) resolutions previously adopted by the
Board of Directors of the Company.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, we are of the
opinion that the Shares, when issued in accordance with the provisions of the
Company's 1995 Stock Incentive Plan as described in the Registration
Statement, will be legally issued, fully paid and nonassessable.
<PAGE>
ProNet Inc.
Page 2
December 18, 1995
The opinions expressed above are subject in all respects to the
following assumptions, exceptions and qualifications:
a. We have assumed that (i) all signatures on all documents
reviewed by us are genuine, (ii) all documents submitted to us as
originals are true and complete, (iii) all documents submitted to us as
copies are true and complete copies of the originals thereof, (iv) all
information submitted to us in the preparation of the Registration
Statement is true and complete as of the date hereof, (v) each natural
person signing any document reviewed by us had the legal capacity to do
so, (vi) each person signing in a representative capacity any document
reviewed by us had authority to sign in that capacity and (vii) the
consideration to be received by the Company for each Share was equal
to or exceeded the par value thereof.
b. The opinions expressed above are limited to the laws of the
State of Texas and the federal laws of the United States of America.
c. The opinions expressed above speak as of the date hereof and
are limited to the matters expressly set forth herein, and no opinion is
to be implied or inferred beyond such matters.
This opinion may be filed as an exhibit to the Registration Statement.
In giving this consent, we do not admit that we come into the category of
persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
This firm disclaims any duty to advise you regarding any changes in, or
otherwise communicate with you with respect to, the matters addressed herein.
Respectfully submitted,
/s/ Vinson & Elkins L.L.P.
---------------------------------
Vinson & Elkins L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-_____) pertaining to the ProNet Inc. 1995 Long-term
Incentive Plan of ProNet Inc. for the registration of 1,000,000 shares of its
common stock of our reports (a) dated March 3, 1995, with respect to the
consolidated financial statements and schedule of ProNet Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1994, and (b)
with respect to the financial statements of companies to be acquired as
follows:
<TABLE>
<CAPTION>
WITH RESPECT TO YEAR ENDED REPORT DATE
--------------- ---------- -----------
<S> <C> <C>
Apple Communications, Inc. December 31, 1994 August 4, 1995
SigNet of Raleigh, Inc. December 31, 1994 August 9, 1995
Cobbwells, Inc. d/b/a Page One December 31, 1994 August 24, 1995
A.G.R. Electronics, Inc. December 31, 1994 September 9, 1995
Nationwide Paging, Inc. December 31, 1994 September 9, 1995
</TABLE>
and with respect to the statement of assets to be acquired as follows:
<TABLE>
<S> <C> <C>
RCS Paging, A Division
of Reisenweaver
Communications, Inc. December 31, 1994 September 9, 1995
</TABLE>
all such statements are included in ProNet Inc.'s Current Report on Form 8-K
dated September 14, 1995.
/s/ Ernst & Young LLP
-------------------------------
Ernst & Young LLP
December 18, 1995
Dallas, Texas
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33- ) pertaining to the ProNet Inc. 1995 Long-Term
Incentive Plan of ProNet Inc. for the registration of 1,000,000 shares of its
common stock of our report dated September 17, 1993, with respect to the
financial statements of Contact Communications, Inc. and its Affiliated
Companies included in ProNet Inc's Current Report on Form 8-K filed with the
Securities and Exchange Commission.
/s/ SCHNEIDER, EHRLICH & WENGROVER
-------------------------------------
Schneider, Ehrlich & Wengrover
(successor firm to Hiltzik, Schneider, Ehrlich & Co.)
December 18, 1995
Woodbury, New York
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-_____) pertaining to the ProNet Inc. 1995 Long-Term Incentive
Plan of ProNet Inc. for the registration of 1,000,000 shares of its common
stock of our report dated September 16, 1994, with respect to the financial
statements of Radio Call Company, Inc. and Affiliates included in ProNet
Inc.'s Current Report on Form 8-K filed with the Securities and Exchange
Commission.
CUMMINGS & CARROLL, P.C.
/s/ Cummings & Carroll, P.C.
------------------------------------
Certified Public Accountants
December 18, 1995
Great Neck, New York
<PAGE>
EXHIBIT 23.5
December 18, 1995
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 33-_____) pertaining to the ProNet Inc. 1995 Long-Term
Incentive Plan of ProNet Inc. for the registration of 1,000,000 shares of its
common stock of our report dated October 10, 1994, with respect to the
financial statements of RCC Division of Chicago Communication Service, Inc.
included in ProNet Inc.'s Current Report on Form 8-K filed with the
Securities and Exchange Commission.
/s/ CHARLES J. NATARELLI
- -------------------------
Charles J. Natarelli
NATARELLI & ASSOCIATES
Chicago, Illinois
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-______) pertaining to the ProNet Inc. 1995 Long-Term
Incentive Plan of ProNet Inc. for the registration of 1,000,000 shares of its
common stock of our report dated April 14, 1995, with respect to the
financial statements of All City Communication Company, Inc. included in
ProNet Inc.'s Current Report on Form 8-K filed with the Securities and
Exchange Commission.
/s/ Winter, Kloman, Moter & Repp, S.C.
- ----------------------------------------
Winter, Kloman, Moter & Repp, S.C.
December 18, 1995
Elm Grove, Wisconsin
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-00000) pertaining to the ProNet Inc. 1995 Long-Term
Incentive Plan of ProNet Inc. for the registration of 1,000,000 shares of its
common stock of our report dated April 13, 1995, with respect to the
financial statements of Signet Paging of Charlotte, Inc. included in ProNet
Inc's Current Report on Form 8-K/A dated March 1, 1995, filed with the
Securities and Exchange Commission.
/s/ Greer & Walker, LLP
- -----------------------------------
Greer & Walker, LLP
December 18, 1995
Charlotte, North Carolina
<PAGE>
EXHIBIT 23.8
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated April 20, 1995
with respect to the financial statements of Metropolitan Houston Paging
Services, Inc. included in ProNet Inc.'s Form 8-K dated May 18, 1995, and to
all references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
-----------------------------
Arthur Andersen LLP
Little Rock, Arkansas,
December 18, 1995.
<PAGE>
EXHIBIT 23.9
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Americom Paging Corporation:
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of ProNet Inc. of our report dated April 17, 1995, relating to
the financial statements of Americom Paging Corporation, which report appears
in the Form 8-K of ProNet Inc.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
December 18, 1995
Houston, Texas
<PAGE>
EXHIBIT 23.10
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Paging and Cellular of Texas:
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of ProNet Inc. of our report dated September 8, 1995, relating to
the financial statements of Paging and Cellular of Texas, which report
appears in the Form 8-K of ProNet Inc.
/s/ KPMG Peat Marwick LLP
-----------------------------
KPMG Peat Marwick LLP
December 18, 1995
Houston, Texas
