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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): March 1, 1995
PRONET INC.
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(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 Number)
incorporation)
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 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective March 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 Signet Paging of Charlotte, Inc., a North Carolina corporation ("Signet"),
for approximately $9.0 million, comprised of approximately $4.8 million paid in
cash at closing and a $4.2 million deferred payment which is due and payable on
or before March 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 November 30, 1994, by and among Signet, Eileen L. Knight,
John R. Knight, Sr., and John R. Knight, Jr. (collectively, the "Shareholders"
and, together with Signet, the "Sellers") and Contact. Concurrently with the
closing of the Signet acquisition, Contact entered into noncompetition
agreements with the Sellers.
Signet is a provider of commercial paging services and serves more than
30,000 subscribers in North and South Carolina. The assets acquired include
substantially all of the accounts receivable, pager inventories and property
and equipment that are used in the conduct of such radio paging system business.
Contact intends to continue to use the assets acquired from Signet to provide
paging services and does not intend to devote such assets to other purposes.
The Company borrowed approximately $4.5 million in cash to fund the Signet
acquisition under an Amended and Restated Credit Agreement dated as of February
9, 1995, by and between The First National Bank of Chicago, as Agent and the
Company. The consideration paid for the acquired assets of Signet was
determined through arm's length negotiations between Contact and the Sellers.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to
file the financial statements required by this Item 7(a) at this time because
such statements are not available. The Company will file such statements as
soon as practicable, but not later than 60 days following March 16, 1995.
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to file the pro
forma financial information required by this Item 7(b) at this time because such
statements are not available. The Company will file such information as soon as
practicable, but not later than 60 days following March 16, 1995.
(c) EXHIBITS.
[none]
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SIGNATURE
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 hereunto duly authorized.
PRONET INC.
(Registrant)
Date: March 15, 1995 By: \s\ Jan E. Gaulding
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Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
