<PAGE>
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): May 11, 1995
PRONET INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16029 75-1832168
- --------------- ------------------------ ----------------
(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
1
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
[none]
(b) PRO FORMA FINANCIAL INFORMATION
[none]
(c) EXHIBITS
Exhibit 1 - ProNet Inc. Press Release dated May 11, 1995
announcing commencement of Rule 144A Offering
of $100 million principal amount of senior
subordinated notes due 2005.
2
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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: May 19, 1995 By: /s/ Jan E. Gaulding
------------------------------
Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
3
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------ ---------------------- ----
Exhibit 1 - ProNet Inc. Press Release dated May 11, 1995
announcing commencement of Rule 144A Offering
of $100 million principal amount of senior
subordinated notes due 2005.
<PAGE>
EXHIBIT 1
[ProNet Inc. letterhead]
==========================================================================
FOR IMMEDIATE RELEASE
For More Information Contact:
Jan Gaulding, CFO
(214) 964-9500
PRONET INC. PLANS RULE 144A OFFERING OF
$100 MILLION OF SENIOR SUBORDINATED NOTES
PLANO, TEXAS, May 11, 1995 -- PRONET INC. (NASDAQ - PNET) today announced
that it intends to commence a Rule 144A offering of $100 million principal
amount of senior subordinated notes due 2005. The Company anticipates
completing the offering during the second quarter of 1995.
The notes will be general unsecured obligations of the Company and will be
subordinated to all existing and future Senior Debt (to be defined in the
indenture governing the notes) of the Company. The indenture will provide
that the Company may not incur any debt that is subordinate in right of
payment to the Senior Debt and senior in right of payment to the notes. The
indenture will also contain covenants that, among other things, will limit
the ability of the Company and its subsidiaries to incur indebtedness, pay
dividends, engage in transactions with affiliates, sell assets and engage in
mergers, consolidations and other acquisitions.
The Company expects to use the net proceeds of the private offering to
repay indebtedness under its credit facility, to pursue the Company's
acquisition strategy, to purchase frequency rights, to make capital
expenditures for buildout of the Company's regional paging systems and for
enhanced services, and for working capital and general corporate purposes.
The notes have not been and will not be registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
ProNet, based in the Dallas suburb of Plano, Texas, is a leading provider
of wireless communications services through its paging and security
operations.
