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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PRONET INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1832168
(State of Incorporation or organization) (I.R.S. Employer
Identification Number)
600 DATA DRIVE
SUITE 100
PLANO, TEXAS 75075
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS
TO BE SO REGISTERED
COMMON STOCK, PAR VALUE $.01 PER SHARE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
ProNet Inc., a Delaware corporation (the "Company"), hereby amends Item 1
and Item 2 of its Form 8-A Registration Statement dated July 15, 1987, as
amended (the "Registration Statement"), to read in their entirety as follows:
COMMON STOCK
The Company is authorized to issue 10,000,000 shares of Common Stock, par
value $.01 per share ("Common Stock"). The holders of shares of Common Stock
are entitled to one vote for each share held on all matters submitted to a vote
of common stockholders. There is no provision in the Company's Certificate of
Incorporation for cumulative voting with respect to the election of directors.
Accordingly, the holders of more than 50% of the total voting power of the
Common Stock can, if they choose to do so, elect all of the directors of the
Company. Each share of Common Stock is entitled to participate equally in
dividends, when, as and if declared by the Board of Directors, and in the
distribution of assets in the event of liquidation, subject in all cases to any
prior rights of outstanding shares of preferred stock. The shares of Common
Stock have no preemptive or conversion rights, redemption rights or sinking fund
provisions and are not subject to calls, assessments or rights of redemption by
the Company. The rights, preferences and privileges of holders of Common Stock
may become subject to those of holders of preferred stock, if the Company should
issue preferred stock in the future. See "Preferred Stock."
RIGHTS TO PURCHASE PREFERRED STOCK
On March 30, 1995, the Board of Directors of the Company, declared a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of Common Stock of the Company. The dividend is payable to the
stockholders of record on April 10, 1995 (the "Record Date"). As of March 31,
1995, 6,128,131 shares of Common Stock were issued and outstanding. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock, par value $1.00 per
share (the "Series A Preferred"), of the Company, at a price of $105 per one
one-thousandth of a Series A Preferred share (the "Purchase Price"), subject to
adjustment. See "Preferred Stock - Series A Preferred." Until the occurrence
of certain events described below, the Rights are not exercisable, will be
evidenced by the certificates for Common Stock and will not be transferable
apart from the Common Stock.
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to all
certificates representing outstanding shares of Common Stock and no separate
Right Certificates will be distributed. The Rights will separate from the
Common Stock and a Distribution Date will occur upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 20% or more of the outstanding Voting Shares (as defined in the
Rights Agreement) of the Company, or (ii) 10 business days following the
commencement or announcement of an intention to commence a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of such outstanding Voting Shares.
The Rights are not exercisable until the Distribution Date. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights (the "Right Certificates") will be mailed to holders of record of
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will thereafter evidence the Rights.
If a person or group were to acquire 20% or more of the Voting Shares of
the Company, each Right then outstanding (other than Rights beneficially owned
by the Acquiring Person, which would become null and void) would become a right
to buy that number of shares of Common Stock (or under certain circumstances,
the equivalent number of one one-thousandths of a share of Series A Preferred)
that at the time of such acquisition would have a market value of two times the
Purchase Price of the Right.
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If the Company were acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power were
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price of the Right.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of shares (or fractions
thereof) of Series A Preferred or other securities or property issuable upon
exercise of the Rights, and the Purchase Price payable, are subject to customary
adjustments from time to time to prevent dilution. The number of outstanding
Rights and the number of shares (or fractions thereof) of Series A Preferred
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Stock or a stock dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
EXCHANGE OPTION. At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Voting Shares of the Company and before the acquisition by a person
or group of 50% or more of the outstanding Voting Shares of the Company, the
Board of Directors may, at its option, issue Common Stock in mandatory
redemption of, and in exchange for, all or part of the then outstanding and
exercisable Rights (other than Rights owned by such person or group which would
become null and void) at an exchange ratio of one share of Common Stock (or one
one-thousandth of a share of Series A Preferred) for each two shares of Common
Stock for which each Right is then exercisable, subject to adjustment.
REDEMPTION OF RIGHTS. At any time prior to the first public announcement
that a person or group has become the beneficial owner of 20% or more of the
outstanding Voting Shares, the Board of Directors of the Company may redeem all
but not less than all the then outstanding Rights at a price of $.01 per Right
(the "Redemption Price"). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
EXPIRATION; AMENDMENT OF RIGHTS. The Rights will expire on April 10, 2005,
unless earlier redeemed or exchanged. The terms of the Rights may be amended by
the Board of Directors of the Company without the consent of the holders of the
Rights, including an amendment to extend the expiration date of the Rights, and,
provided a Distribution Date has not occurred, to extend the period during which
the Rights may be redeemed, except that after the first public announcement that
a person or group has become the beneficial owner of 20% or more of the
outstanding Voting Shares, no such amendment may materially and adversely affect
the interests of the holders of the Rights.
The Rights have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without the approval of the Board of Directors of the Company. The Rights
should not, however, interfere with any merger or other business combination
that is approved by the Board of Directors.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") dated as of April 5, 1995, between the Company and
Chemical Shareholder Services Group, Inc., as Rights Agent (the "Rights Agent").
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, a copy of which
is available free of charge from the Company.
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PREFERRED STOCK
GENERAL. The Company is authorized to issue 1,000,000 shares of preferred
stock, par value $1.00 per share ("Preferred Stock"), of which 150,000 shares
had been designated as Series A Preferred as of April 10, 1995. No shares of
Preferred Stock were outstanding at April 10, 1995. The Company's Board of
Directors is authorized, without further action by the Company's stockholders,
to issue Preferred Stock from time to time in one or more series and to fix, as
to any such series, the voting rights, if any, applicable to such series and
such other designations, preferences and special rights as the Board of
Directors may determine, including dividend, conversion, redemption and
liquidation rights and preferences. The Company has no present plans for any
issuance of Preferred Stock, other than the reserved shares of Series A
Preferred Stock issuable pursuant to the Rights.
SERIES A PREFERRED. The terms of the Series A Preferred are designed so
that the value of each one one-thousandth of a share purchasable upon exercise
of a Right will approximate the value of one share of Common Stock. The Series
A Preferred is non-redeemable and will rank junior to all other series of the
Company's Preferred Stock. Each whole share of Series A Preferred is entitled
to receive a quarterly preferential dividend in an amount per share equal to the
greater of (i) $1.00 in cash, or (ii) in the aggregate, 1,000 times the dividend
declared on the Common Stock. In the event of liquidation, the holders of the
Series A Preferred are entitled to receive a preferential liquidation payment
equal to the greater of (i) $1,000 per share, or (ii) in the aggregate, 1,000
times the payment made on the Common Stock. In the event of any merger,
consolidation or other transaction in which the Common Stock is exchanged for or
changed into other stock or securities, cash or other property, each whole share
of Series A Preferred is entitled to receive 1,000 times the amount received per
share of Common Stock. Each whole share of Series A Preferred is entitled to
1,000 votes on all matters submitted to a vote of the stockholders of the
Company, and Series A Preferred will generally vote together as one class with
the Common Stock and any other capital stock on all matters submitted to a vote
of stockholders of the Company.
ITEM 2. EXHIBITS.
3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the registrant's Current Report on Form 8-K, dated September 8,
1987).
3.2 Restated Bylaws (incorporated by reference to Exhibit 3.2 to the
Registrant's Current Report on Form 8-K, dated April 19, 1995).
4.1 Specimen of security registered hereunder.*
4.2 Rights Agreement, dated as of April 5, 1995, between the Company and
the Rights Agent, specifying the terms of the Rights, which includes the form of
Certificate of Designation of Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the form of the
Summary of Rights as Exhibit C (incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-A dated April 7, 1995).
4.3 Form of Certificate of Designation of Series A Junior Participating
Preferred Stock (included as Exhibit A to the Rights Agreement (Exhibit 4.2
hereto, incorporated by reference to Exhibit 1 to the registrant's Registration
Statement on Form 8-A dated April 7, 1995)) setting forth the terms of the
Series A Junior Participating Preferred Stock, par value $1.00 per share.
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* previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PRONET INC.
Date: April 19, 1995 By: /s/ Mark A. Solls
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Name: Mark A. Solls
Title: Secretary and General Counsel
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
3.1 Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the registrant's
Current Report on Form 8-K, dated September 8, 1987).
3.2 Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrant's Current Report on
Form 8-K, dated April 19, 1995).
4.1 Specimen of security registered hereunder.*
4.2 Rights Agreement, dated as of April 5, 1995, between
the Company and the Rights Agent, specifying the terms
of the Rights, which includes the form of Certificate
of Designation of Series A Junior Participating
Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the form of the Summary of
Rights as Exhibit C (incorporated by reference to
Exhibit 1 to the registrant's Registration Statement
on Form 8-A dated April 7, 1995).
4.3 Form of Certificate of Designation of Series A Junior
Participating Preferred Stock (included as Exhibit A
to the Rights Agreement filed as Exhibit 4.2 hereto and
incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-A dated
April 7, 1995) setting forth the terms of the Series A
Junior Participating Preferred Stock, par value $1.00
per share.
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* previously filed.
